UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                          FORM 20-F
__ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES
    EXCHANGE ACT OF 1934
                             OR
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE
    ACT OF 1934 For the fiscal year ended
December 31, 2002

                             OR

_ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
    EXCHANGE ACT OF 1934
    For the transition period from __________ to
_______________

               Commission file number 0-30720

                    Radius Explorations Ltd.
     (Exact name of Registrant as specified in
its charter)

                    British Columbia, Canada
   (Jurisdiction of incorporation or organization)

  355 Burrard Street, Suite 830, Vancouver, B.C.
            Canada V6C 2G8 (Address of principal
            executive offices)

Securities registered or to be registered pursuant to
Section 12(b) of the Act.
         Title of each class                    Name
of each
exchange on which registered

            N/A                                   N/A
Securities registered or to be registered pursuant to
Section 12(g) of the Act.
Common Stock, No Par Value
(Title of Class)

Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act.

________________________
(Title of Class)

Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the close
of the period covered by the annual report: 22,705,896

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.     X Yes
__
No
Indicate by check mark which financial statement item the
registrant has elected to follow.    X Item 17
__ Item 18



Part I

ITEM 1.  IDENTITY OF OFFICERS
                           AND
                           DIRE
                           CTOR
                           S
                           Tabl
                           e
                           No.
                           1
           Company Directors and Officers
Name              Position                 Business
Address
Simon T. Ridgway  Director and President   Vancouver,
BC, Canada
Robert S. Wasylyshyn                       Director
Vancouver,
BC, Canada
Mario Szotlender  Director                 Caracas,
Venezuela
Harmen J. Keyser  Director                 Gibsons,
BC, Canada
David P. Farrell  Director                 London,
England
Craig S. Bow      Director                 Golden,
Colorado, USA
Nicholas Glass    Director                 Vancouver,
BC, Canada
Tim R. Osler      Secretary                Vancouver,
BC, Canada


ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable


ITEM 3.  KEY INFORMATION

Selected Financial Data

The selected financial data of the Company for Fiscal 2002,
2001 and 2000 was derived from the financial statements of
the Company, which were audited by Davidson and Company,
independent Chartered Accountants.

The information in Table No. 2 was extracted from the more
detailed financial statements and related notes included
herein and should be read in conjunction with such financial
statements and with the information appearing under the
heading Item 5, "Operating and Financial Review and
Prospects".

Reference is made to Note 15 of the financial statements of
the Company included herein for a discussion of the
differences, in the case of the
Company, between Canadian GAAP and US GAAP, and their effect
on the Company's financial statements.
To date, the Company has not generated sufficient cash flow
from operations to fund ongoing operational requirements and
cash commitments.  The Company has financed its operations
principally through the sale of its equity securities.
While the Company believes it has sufficient capital and
liquidity to finance current operations, nevertheless, its
ability to continue operations is dependent on the ability
of the Company to obtain additional financing.  Refer to
Item 5, "Operating and Financial Review and Prospects".
Table  No.  2  is  derived from the financial statements  of
the Company,  which  have been prepared in accordance  with
Canadian Generally Accepted Accounting Principles (GAAP),
the application of  which,  in the case of the Company,
conforms in all  material respects  for  the  periods
presented with  US  GAAP,  except  as
disclosed in footnotes to the financial statements.
                           Table No. 2 Selected Financial
               Data
            (CDN$ in 000, except per share data)

                               Year     Year     Year Year
Year
                              Ended    Ended    Ended Ended
Ended
                            12/31/0  12/31/0  12/31/0 12/31/
12/31/9
                                  2        1        0 99
8



Revenue                           0        0        0
0
0
Net Income(Loss)Cdn.          (614)  (1,106)  (1,216)
(420)
(58)
GAAP(1)
Earnings(Loss) Per Share     (0.04)   (0.07)   (0.15)
(0.14)
(0.04)
Cdn GAAP

Net Income(Loss)US GAAP     (2,384)  (4,419)  (3,205)
(611)
(174)
Earnings  (Loss)Per  Share   (0.14)   (0.31)   (0.42) (0.26)
(0.20)
US GAAP(2)

Dividends Per Share Cdn           0        0        0
0
0
GAAP
Dividends Per Share US            0        0        0
0
0
GAAP
Wtd.Avg.No.Shares US GAAP    17,306   14,110    7,688 2,341
866
Wtd.Avg.No.Shares Cdn GAAP   18,056   14,860    8,064 2,904
1,402

Working Capital               1,952    2,744      477 435
112
Mineral Properties  Cdn       1,210    1,093      545 298
223
GAAP
Mineral Properties US GAAP        0        0        0 0
0
Long Term Debt Cdn GAAP           0        0        0 0
0

Shareholder's Equity (Cdn   (8,707)  (7,897)  (2,450) 808
337
GAAP)
Shareholders' Equity US     (1,993)  (2,810)    (497) 510
115
GAAP
Total Assets (Cdn GAAP)       8,826    8,105    2,706 921
350
Total Assets (US GAAP)        2,112    3,018      703 623
127

In  this Registration Statement, unless otherwise specified,
all dollar amounts are expressed in Canadian Dollars.
References  in
this document to "$" and "CDN$" refer to Canadian dollars,
unless otherwise specified; references to "US$" refer to US
dollars.
The  Government  of Canada permits a floating exchange  rate
to determine the value of the Canadian Dollar against the US
Dollar (US$).
The rate of exchange for the Canadian Dollar at May 31, 2003
was $1.37.  For these purposes, the rate of exchange means
the noon buying rate in New York City for cable transfers in
foreign currencies as certified for customs purposes by the
Federal Reserve Bank of New York.  The rate stated means the
number of Canadian Dollars required under that formula to
buy one US Dollar.
Forward-looking Statements
The forward-looking information in this document is based
upon the conclusions of management.  The Company cautions
investors that due to risks and uncertainties, actual events
may differ materially from current expectations.  With
respect to the Company's properties, differences may result
from additional drilling, sampling, and mineral valuations
and from engineering and construction timetables, financial
arrangements, developments in world mineral markets, local,
regional or national political developments in Canada, the
timing of regulatory and environmental approvals and other
factors.
Statement of Capitalization and Indebtedness Table No. 3
          Statement of Capitalization and Indebtedness
Designation of       Amount          Amount
Outstanding
Security             Authorized      as of
December 31, 2002

Common Shares        100,000,000     22,705,896
Preferred Shares     none            none
Common Share Options n/a             1,530,000
Share Purchase Warrants              n/a
9,600,396

Risk Factors

General (Risk Factors Attendant to Resource
Exploration): Resource exploration is a speculative
business, characterized by a number of significant risks
including, among other things, unprofitable efforts
resulting not only from the failure to discover mineral
deposits but from finding mineral deposits which, though
present, are insufficient in quantity and quality to return
a profit from production.  The marketability of minerals
acquired or discovered by the Company may be affected by
numerous factors which are beyond the control of the Company
and which cannot be accurately predicted, such as market
fluctuations, the proximity and capacity of milling
facilities, mineral markets and processing equipment, and
such other factors as government regulations, including
regulations relating to royalties, allowable production,
importing and exporting of minerals, and environment
protection, the combination of which factors may result in
the Company not receiving an adequate return on investment
capital.

Difficulty  for  U.S.  Investors to  Effect  Service of
Process Against the Company:
The Company is incorporated under the laws of the Province
of British Columbia, Canada.  Several of the Company's
directors and officers are residents of Canada and
substantially of the
Company's assets and its subsidiaries are located outside of
the United States.  Consequently, it may be difficult for
United States investors to effect service of process in the
United States upon those directors or officers who are not
residents of the United States, or to realize in the United
States upon judgments of United States courts predicated
upon civil liabilities under the United States Securities
Exchange Act of 1934, as amended.  A judgment of a U.S.
court predicated solely upon such civil liabilities would
probably be enforceable in Canada by a Canadian court if the
U.S. court in which the judgment was obtained had
jurisdiction, as determined by the Canadian court, in the
matter. There is substantial doubt whether an original
action could be brought successfully in Canada against any
of such persons or the Company predicated solely upon such
civil liabilities.

Exploration Efforts May Be Unsuccessful:
There is no certainty that the expenditures to be made by
the Company in the exploration of its properties as
described herein will result in discoveries of mineralized
material in commercial quantities.  Most exploration
projects do not result in the discovery of commercially
minable ore deposits and no assurance can be given that any
particular level of recovery of ore reserves will in fact be
realized or that any identified mineral deposit will ever
qualify as a commercially minable (or viable) ore body which
can be legally and economically exploited. Estimates of
reserves, mineral deposits and production costs can also be
affected by such factors as environmental permitting
regulations and requirements, weather, environmental
factors, unforeseen technical difficulties, unusual or
unexpected geological formations and work interruptions.  In
addition, the grade of ore ultimately mined may differ from
that indicated by drilling results.  Short term factors
relating to ore reserves, such as the need for orderly
development of ore bodies or the processing of new or
different grades, may also have an adverse effect on mining
operations and on the results of operations. There can be no
assurance that minerals recovered in small scale tests will
be duplicated in large scale tests under on-site conditions
or in production scale. Material changes in ore reserves,
grades, stripping ratios or recovery rates may affect the
economic viability of any project.

Lack of Cash Flow:
None of the Company's properties have advanced to the
commercial production stage and the Company has no history
of earnings or cash flow from operations.
The Company has paid no dividends on its shares since
incorporation and does not anticipate doing so in the
foreseeable future.  Historically, the only source of funds
available to the company is through the sale of its common
shares. Any future additional equity financing would cause
dilution to current stockholders.

No Proven Reserves:
The properties in which the Company has an interest or the
concessions in which the Company has the right to earn an
interest are in the exploratory stage only and are without a
known body of ore.

No Guarantee of Clear Title to Mineral Properties: While the
Company has investigated title to all of its mineral
properties and, to the best of its knowledge, title to all
of its properties and properties in which it has the right
to acquire or earn an interest are in good standing, this
should not be construed as a guarantee of title.  The
properties may be subject to prior unregistered agreements
or transfers and title may be affected by undetected
defects.

Uncertainty of Obtaining Additional Funding Requirements:
Although the Company presently has sufficient financial
resources to undertake all of its currently planned
exploration programs through the fiscal year 2002, the
Company will likely require additional funds to complete its
intended exploration
programs. There is no assurance that the Company will be
able to obtain the required financing.  Failure to obtain
additional financing on a timely basis could cause the
Company to forfeit its interest in such properties, dilute
its interests in the properties and/or reduce or terminate
its operations.

Mineral Prices May Not Support Corporate Profit:
The mining industry in general is intensely competitive and
there is no assurance that, even if commercial quantities of
mineral resources are developed, a profitable market will
exist for the sale of same.  Factors beyond the control of
the Company may affect the marketability of any substances
discovered.  The price of minerals is volatile over short
periods of time, and is affected by numerous factors beyond
the control of the Company, including international economic
and political trends, expectations of inflation, currency
exchange fluctuations, interest rates and global or regional
consumption patterns, speculative activities and increased
production due to improved mining techniques.

Environmental Regulations:
The current and anticipated future operations of the
Company, including exploration activities and commencement
of production on its properties, require permits from
various federal, territorial and local governmental
authorities and such operations are and will be governed by
laws and regulations governing prospecting, development,
mining, production, exports, taxes, labor standards,
occupational health, waste disposal, toxic substances, land
use, environmental protection, mine safety and other
matters.  Companies engaged in the exploration and operation
of mines and related facilities generally experience
increased costs, and delays in production and other
schedules as a result of the need to comply with applicable
laws, regulations and permits.  The Company's exploration
activities and its potential mining and processing
operations in Central America are subject to various laws
governing land use, the protection of the environment,
prospecting, development, production, exports, taxes, labor
standards, occupational health, waste disposal, toxic
substances, mine safety and other matters.  Such operations
and exploration activities are also subject to substantial
regulation under these laws by governmental agencies and may
require that the Company obtain permits from various
governmental agencies.  The Company believes it is in
substantial compliance with all material laws and
regulations, which currently apply to its activities.  There
can be no assurance, however, that all permits which the
Company may require for construction of mining facilities
and conduct of mining operations will be obtainable on
reasonable terms or that such laws and regulations, or that
new legislation or modifications to existing legislation,
would not have an adverse effect on any exploration or
mining project which the Company might undertake.

Failure to comply with applicable laws, regulations and
permitting requirements may result in enforcement actions
thereunder, including orders issued by
regulatory or judicial authorities causing operations to
cease or be curtailed, and may include corrective measures
requiring capital expenditures, installation of additional
equipment or remedial actions. Parties engaged in mining
operations may be required to compensate those suffering
loss or damage by reason of the mining activities and
may have civil or criminal fines or penalties imposed for
violation of applicable laws or regulations. The result of
penalties could be materially adverse and impair or even
eliminate the Company's ability to do business.

Amendments to current laws, regulations and permits
governing operations and activities of mining companies, or
more stringent implementation thereof, could have a material
adverse impact on the Company and cause increases in capital
expenditures or production costs or reduction in levels of
production at producing properties or require abandonment or
delays in development of new mining properties.

To the best of the Company's knowledge, the Company is
operating in compliance with all applicable environmental
regulations.

Risks Associated with Penny Stock Classification:
The Company's stock is subject to "penny stock" rules as
defined in 1934 Securities and Exchange Act rule 3151-1.
The Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks.
The Company's common shares are subject to these penny stock
rules. Transaction costs associated with purchases and sales
of penny stocks are likely to be higher than those for other
securities.  Penny stocks generally are equity securities
with a price of less than U.S. $5.00 (other than securities
registered on certain national securities exchanges or
quoted on the NASDAQ system, provided that current price and
volume information with respect to transactions in such
securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the
rules, to deliver a standardized risk disclosure document
that provides information about penny stocks and the nature
and level of risks in the penny stock market.  The broker-
dealer also must provide the customer with current bid and
offer quotations for the penny stock, the compensation of
the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of
each penny stock held in the customer's account. The bid and
offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer
orally or in writing prior to effecting the transaction and
must be given to the customer in writing before or with the
customer's confirmation.

In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such
rules, the broker-dealer must make a special written
determination that the penny stock is a suitable investment
for the purchaser and receive
the purchaser's written agreement to the transaction. These
disclosure requirements may have the effect of reducing the
level of trading activity in the secondary market for the
Company's common shares in the United States and
shareholders may find it more difficult to sell their
shares.

History of Net Losses and Lack of Operating Revenues: The
Company has not generated operating revenues since it was
formed in 1997 and is dependent upon equity and/or debt
financing to remain in existence.

The Company has had net losses since September 9, 1997 (date
of incorporation).  The cumulative net loss from the date of
incorporation to December 31, 2002 is ($3,446,011).

Dependence on Key Personnel:
The Company strongly depends on the business and technical
expertise of its management and key personnel.  There is
little possibility that this dependence will decrease in the
near term. As the Company's operations expand, additional
general management resources will be required, especially
since the Company encounters risks that are inherent in
doing business in several countries.

Currently the Registrant is dependant upon the expertise and
knowledge of Simon T. Ridgway (President and a Director).

Political and Economic Instability in Guatemala; Potential
Difficulties In Obtaining Possible Future Required Financing
Due To Developing Country Status: The mineral properties in
which the Company has an interest are located in Guatemala.

The economic instability associated with Guatemala is found
mainly in the areas of fluctuations in currency values; past
high inflation rates; and, the debt crisis associated with
Latin America.

Relating to the issue of currency fluctuations in Guatemala,
the Guatemalan Quetzal has also been relatively stable in
relation to the Canadian dollar and the Company believes
that currently there is no risk to it associated with this
issue.  Historically, currency valuations have fluctuated in
a much higher range and it is possible that in the future
there could be negative effects on the Company.

Management believes that the debt crisis of four years ago
in Latin America, which was a result of the economic turmoil
experienced in the Far East, is now under control.  The
Company feels that if similar economic circumstances occur
again in Guatemala, the effects could be detrimental to its
operations.

These factors could pose serious potential problems
associated with the Company's ability to raise additional
capital, which will be required to place any of its
properties into production. There is no guarantee that the
additional required capital will be available.

The Company does not plan to purchase any type of
political risk insurance.

Foreign Currency Fluctuations:
At the present time, some of the Company's activities are
carried on outside of Canada.  Accordingly, it is subject to
risks associated with fluctuations in the rate of exchange
of the Canadian dollar and foreign currencies.

The Company is currently not engaged in currency hedging to
offset any risk of exchange rate fluctuation and currently
has no plans to engage in currency hedging.


ITEM 4.  INFORMATION ON THE COMPANY

Description of Business

Introduction
Radius Explorations Ltd. (hereinafter also referred to as
the "Registrant" or the "Company") is a natural resource
property exploration company in the exploration stage with
no history of cash flows from operations.  The Company has
interests in natural resource properties located in
Guatemala. (See Description of
Property, below, and Note 4, Notes to the Financial
Statements).

Presently, the Company is in the exploration stage and its
properties do not contain a known commercially viable
minable deposit. There is no assurance that a commercially
viable mineral deposit exists on any of the Company's
properties, and further exploration is required before a
final evaluation of the economic and legal feasibility is
determined.

Exploration programs of the Company are designed
specifically for the discovery of gold and gold ore
reserves.  As is typical in the gold mining industry, mine
output is typically in the form of gold dore. Gold dore is a
low volume product (e.g. 2 kilos per week), and distribution
by land (trucking etc.) is normally at a very low cost,
notwithstanding security issues.  If the Company were
successful in the location of gold reserves that produced a
high volume concentrate (larger containers in the order of
tons), then it would have to be trucked to a port for
transport by boat to a smelter in Asia or Europe.

All of the Company's assets represent low volume gold dore
type situations.

Gold ore is a natural concentration of gold (sometimes
combined with other valuable metals) in geologic materials
that can be mined at a profit. Gold dore is produced from
gold ore during the mining and refining processes and
contains mostly gold but also other unspecified impurities.
Commercial gold refineries buy the gold dore and refine it
for upgrading from gold dore to gold bullion.  They purchase
it for the spot gold price less the refining costs.

Corporate Background
The Company was incorporated under the British Columbia
Company Act on September 9, 1997 by registration of its
Memorandum and Articles.  The Company has 100,000,000 common
shares authorized. These shares have no par value.  As of
December 31, 2002, the end of the Company's most recent
fiscal year, there were 22,705,896 common shares
outstanding.  As of December 31, 2001, there were 17,911,096
common shares outstanding. As of May 31, 2003, there were
25,701,730 common shares outstanding.

Unless otherwise stated, all information contained in this
Annual Report is current as of December 31, 2002.

The Company's common shares trade on the TSX Venture
Exchange with the symbol "RDU".

Corporate Offices
The Company's executive offices are located in rented
premises of approximately 3,100 square feet at Suite 830,
355 Burrard Street, Vancouver, British Columbia V6C 2G8.
The Company considers these premises suitable for current
needs.  The contact person is Simon T. Ridgway, President
and Director. The telephone number is 604-801-5432 and the
facsimile number is 604-662-8829.

Historical Corporate Development
Since incorporation, the Company has been involved in the
exploration of natural resource properties.

During 1997, the Company obtained an option to acquire an
80% interest in 28 mineral claims, called the Brik Property
located in the Dawson Mining District, Yukon Territory,
Canada, and spent $106,797 on exploration work associated
with this property.

During 1998, the Company continued to concentrate its
efforts on
exploring the Brik Property.  During this period, the
Company spent $116,132 on exploration work.  No economically
significant results were encountered and in April 1999, the
Company terminated its option on the Brik Property.

The Company then shifted its area of attention to searching
for and acquiring mineral properties located in Latin
America.  In August 1999 the Company acquired by staking the
El Salitre Project located in central Mexico. During late
2000, the Company conducted a drilling program on the El
Salitre.  In February 2001, however, the Company and its
joint venture partner, Barrick Gold Corporation, decided to
discontinue exploration work on the El Salitre Project and
the Company wrote off all expenditures made on this project
to date at December 31, 2000.

In December 1999 the Company acquired an option on the El
Tambor Gold Project located in Guatemala and has explored
the area since that time.  In the past couple of years, the
Company has expanded in landholdings in Guatemala to
included prospects such as the Marimba Project and the Holly
Project.

The Company has voluntarily filed its registration statement
on Form 20-F in order to make information concerning itself
more readily available to the public.  As a result of filing
its registration statement, the Company is obligated to file
with the Commission certain interim and periodic reports
including an annual report containing audited financial
statements.  The Company intends to continue to voluntarily
file these periodic reports under the Exchange Act even if
its obligation to file such reports is suspended under
applicable provisions of the Exchange Act.  As a foreign
private issuer, the Company is not subject to the reporting
obligations of the proxy rules under Section 14 or the
insider short-swing profit rules under Section 16 of the
Exchange Act.

Description of Properties
During the past year, the Company has conducted or

participated in exploration activities on the Marimba

Project and the Holly Project in eastern Guatemala. The

Marimba Project was optioned to Pillar Resources Inc. in the

summer of 2002, and in 2003 Pillar Resources was granted an

option on the Holly Project as well.  The Company's most

advanced project is the Motagua Gold Belt, on which

exploration and drilling has been conducted by the Company's

joint venture partner, Gold Field Limited, since early 2002.

A.   GUATEMALA

1.   THE PROPERTIES

Property Description and Location

The Company holds the rights to numerous exploration
Projects located in central and eastern, Guatemala. The
Radius Guatemalan Properties are divided into three Project
Areas:




The Gold Fields Joint Venture
- 116,000 hectares in central Guatemalan / majority of area
optioned from third parties,

Marimba Joint Venture
- 35,000 hectares area in eastern Guatemala / joint venture
agreement between Radius and Pillar Resources Inc.,

Holly Joint Venture
- 191,000 hectares area in eastern Guatemala / joint venture
agreement between Radius and Pillar Resources Inc.,
Eastern Guatemala Projects (Radius 100%)
- 66,500 hectare block of 100% Radius owned exploration
licences and licence applications.

Mineral Concessions
 GOLD FIELDS JOINT VENTURE (115,911.42 ha)
          Name      ID #         Area (ha)
Details
 1       Golazo       LEXR-064     8,264.72
2,100.0 (100%)
 2     La Vega I      LEXR-595       212.31   granted
May 16, 2001
 3    Unidad Tipo     LEXR-418      2265.00   granted
May 29,

2000
 4       Santa        LEXR-461       625.00   granted
Oct. 2,
       Margarita
2000
 5      El Dulce      LEXR-740     8,200.00    granted
Oct. 29,

2002
 6     La Laguna      LEXR-674       275.00    granted
Oct. 30,

2002
 7    Progreso #1       LEXR      76,500.00
updated licences
                                               under
application
 8       Tizate       SEXR-598       165.00
granted licence

expected Jan. 2003
 9       Carlos       SEXR-559     1,937.50
granted licence
        Antonio
expected Jan. 2003
 10    El Injerto     SEXR-657       350.00
granted licence

expected Jan. 2003
 11    Cipres I-A     SEXR-710     9,950.00
application
   12    Las Flores     SEXR-662     6,791.89
                   application
 13    Las Flores     SEXR-663       275.00
application
 14    La Colonia     SEXR-756       100.00
application
 MARIMBA JOINT VENTURE (34,890.01 ha)
 1     Jocotan II     LEXR-017      2,100.0
granted 27/05/98
 2       Olopa        LEXR-714      9,522.5
granted  06/12/02
 3     El Tesoro      LEXR-701     9,342.51
granted  12/11/02
 4      El Pinal      SEXR-704      4,475.0
application
 5       Laura        SEXR-731      9,450.0
application
 HOLLY JOINT VENTURE (190,892.0 ha)
 1       Dorita       LEXR-032       5370.0
granted Sept. 28,
                                                      1999
 2     La Joya II     LEXR-619      10274.0
granted Feb. 28,
                                                      2002
 3     Monterico       SR-071      125263.0
application
 4    Montecristo      SR-068       49985.0
application
 EASTERN GUATEMALA PROJECTS (66,501.00 ha)
 1      EXM-14A       LEXR-621       4800.0
granted Nov. 06,

2001
 2     La Joya I      LEXR-618       9716.0
granted Feb. 28,

2002
 3    San Diego I       SEXR         9614.0
application
 4    San Diego II    LEXR-699       9949.0    granted
Sept. 27,

2002
 5        Los         LEXR-711       4400.0
granted Oct. 26,
       Encuentros
2002
 6    El Carrizal     LEXR-713       7892.0
granted Oct. 16,

2002
 7      Carolina      LEXR-730       5056.0   granted
Nov 29, 2002
 8     El Triunfo       SEXR        10000.0
application
 9     El Tablon      SEXR-712       7945.0
application
 10      Tichac       SEXR-735       2129.0
application
   11     Cabanas       SEXR-744       5000.0
                         application

     Gold Fields Joint Venture

Gold Fields Exploration B.V. can earn 55% of a series of
licences
in central Guatemala.  The agreement covers 15 licences and
licence applications totalling 116km2, consisting of granted
licences total 198km2 and pending applications totalling 960
km2.
The Joint Venture gives Gold Fields the right to earn a 55%
interest in the project lands by spending US$5 million over
3.5 years. These expenditures are staged with an initial
US$1.5 million minimum over the first 18 months and a
further US$3.5 million over the following 24 months. Upon
completion of the US$5 million expenditure, Gold Fields will
be vested with a 55% interest in the subject properties and
Radius will retain a 45% interest.
Following this earn-in, Radius will have 180 days to either
make a one-time election to fund its prorata share of
continuing exploration expenditures or grant Gold Fields the
right to earn a further 15% interest in the lands. In
consideration for the further 15% interest, Gold Fields will
fund all exploration and development costs to receipt of a
bankable feasibility study.
The concessions that are subject to this arrangement
comprise the western portion or approximately 116 square
kilometres of the total 5,200 square
kilometres of concessions that Radius controls in Guatemala.
Gold Fields will operate the exploration program on the
concessions that apply to the Joint Venture.
The claims subject to the Goldfield's Joint Venture are
further contained within an area of interest. UTM Co-
ordinates - Area of Interest Gold Fields JV
 Corner                       Corner
   UTM Easting       UTM         UTM Easting
UTM
                  Northing
Northing
 1    749500       1628000    2     749500
1650000
  3    815000       1650000    4     815000
                           1628000
 5    800000       1628000    6     800000
1604000
  7    780000       1604000    8     780000
                           1628000

     Marimba Joint Venture

The Company has granted to Pillar Resources Inc.
("Pillar") the option to earn a 60% interest in the Marimba
Project in consideration of Pillar making a cash payment to
Radius of US$30,000 and incurring US$2.5 million in
exploration expenditures over three years.  Once Pillar has
acquired the 60% interest, the Company has the right to
require Pillar to purchase the remaining 40% of the Project
in consideration for a 40% equity interest in Pillar
(assuming Pillar has no material assets at that time other
than the 60% interest in Marimba).

Pillar has also agreed to honour a right of first refusal
held by Gold Fields Exploration B.V. pursuant to a prior
agreement between the Company and Gold Fields.  Geographical
co-ordinates outlining the Marimba Project are as follows:

Marimba Joint Venture - UTM Co-ordinates
 Corner                        Corner
     UTM Easting      UTM           UTM Easting
UTM
                          Northing
Northing
        1      236000      1645000     2      260100
1645000
        3      260100      1641000     4      254000
1641000
        5      254000      1636000     6      253000
1636000
        7      253000      1633000     8      250000
1633000
        9      250000      1631000    10      236000
1631000
     Total        265.4 km2         26,540 ha

The mineral titles which form the basis of the option
agreement are comprised of five contiguous Licences or
Licence Applications.
Marimba Joint Venture - Mineral Concessions
 Existing Licences           Area in hectares
        Name                 Total
Included in

Option
 1      Jocotan II           2,100.0
2,100.0 (100%)
 2      Olopa                9,522.5
9,522.5 (100%)
 3      El Tesoro            9,342.51
3,500.0 (37.5%)
 Applications
 1      El Pinal             4,475.0
3,100.0 (69.3%)
 2      Laura                9,450.0
8,317.5 (88.0%)
        Totals               34,890.01 ha
26,540 ha

All Licences and Licence Applications are defined by UTM
coordinates.  Only that portion of each Licence or Licence
Application within the coordinates of the Marimba Project is
subject to the Option Agreement.

Co-ordinates for Portion of Licences Marimba JV 1) Jocotan
II (granted Licence LEXR017 27/05/98)
 Corner                       Corner
        UTM          UTM          UTM Easting
UTM
      Easting     Northing
Northing
 1     243000      1636000    2      243000        1638000
 3     244000      1638000     4     244000       1639000
 5     245000      1639000     6     245000       1640000
 7     246000      1640000     8     246000       1641000
 9     250000      1641000    10     250000       1640000
  11    248000      1640000    12     248000
                    1636000

2) El Tesoro (granted Licence LEXR701 -
12/11/02)
 Corner                       Corner
   UTM Easting   UTM               UTM Easting
UTM
                 Northing                       Northing
   1 236000        1631000      2    236000       1636000
  3 243000        1636000      4    243000
                   1631000

3) El Pinal (application SEXR704 filed
12/11/01)
 Corner                       Corner
   UTM Easting   UTM               UTM
Easting  UTM
                 Northing                       Northing
 1 236000        1640000      2    240000       1640000
 3 240000        1641000      4    243000       1641000
 5 243000        1640000      6    241500       1640000
 7 241500        1638000      8    243000       1638000
  9 243000        1636000      10   236000
                   1636000

4) Olopa (granted Licence LEXR714 06/12/02)
             Corner                       Corner
   UTM Easting   UTM              UTM
Easting UTM
                 Northing                       Northing
   1 236000        1641000      2   236000        1645000
   3 260100        1645000      4   260100
                   1641000

5) Laura (application SEXR731 filed
14/03/02)
 Corner                       Corner
     UTM         UTM               UTM
Easting  UTM
     Easting     Northing                       Northing
 1   243000      1631000      2    243000       1636000
 3   248000      1636000      4    248000       1640000
 5   250000      1640000      6    250000       1641000
 7   254000      1641000      8    254000       1636000
  9   253000      1636000      10   253000
                   1633000
 11  250000      1633000      12   250000
1631000
     Holly Joint Venture
The Company has granted to Pillar Resources Inc. ("Pillar")
the option to earn a 60% interest in the Holly Project in
consideration of Pillar making cash payments to Radius
totalling $500,000 and incurring $4.0 million in exploration
expenditures over three years.  Once Pillar has acquired the
60% interest, the Company has the right to require Pillar to
purchase the remaining 40% of the Project in consideration
for a 40% equity interest in Pillar (assuming Pillar has no
material assets at that time other than the 60% interest in
Holly).
Pillar has also agreed to honour a right of first refusal
held by Gold Fields Exploration B.V. pursuant to a prior
agreement between the Company and Gold Fields.  Geographical
co-ordinates outlining the Holly Project are as follows:
 Corner                       Corner
        UTM          UTM            UTM Easting
UTM
      Easting     Northing                         Northing
 1     222000      1618000     2      222000       1621813
 3     211869      1638000     4      211869       1630000
 5     222000      1630000     6      222000       1633000
 7     223500      1633000     8      223500       1630000
 9     230000      1630000     10     230000       1626096
  11    236000      1626096     12     236000
                           1618000

     Eastern Guatemala Projects

The Radius Eastern Guatemalan Projects consist of a
series of licences and licence applications in
Eastern Guatemala.  All licences and licence applications
are held 100 per cent by subsidiaries of Radius Exploration
Ltd.  Mineral titles comprising the Eastern Guatemala
Projects consist of 11 contiguous licences and licence
applications.

Access, Climate, Local Resources, and Infrastructure

           Gold Fields Joint Venture/Marimba Joint
Venture/
     Holly Joint Venture/Eastern Guatemala Projects

Access to the Radius Guatemalan Properties is by paved
highway from the capital Guatemala City to various regional
centres (El Progresso, Chiquimula, and others) and then via
secondary paved roads to nearby towns.  Variably maintained
2-wheel and 4wheel drive roads access the mineralized zones
and other parts of the Project Areas.  The international
airport in Guatemala City is serviced by daily flights to
Miami and other North and Central American cities.  The main
port of entry into Guatemala is Puerto Barrios, located on
the Caribbean coast approximately 300 kilometres northeast
(by paved highway) of Guatemala City.
Elevations within the Project Areas are range up from less
than 500 metres above sea level in the principal valleys.
The land often rises sharply into limestone and/or younger
volcanic terranes often exceeding 1500 metres in elevation.
The areas usually cover rolling to moderate topography.
Less arable land is generally covered with scrub and in
places pine forest while more arable land has been
deforested and supports small plots of crops.
The climate in the area is subtropical and comprises a dry
season from December to April and a rainy season from May to
November. The driest months are generally February and March
and the
wettest months are July and September.  The average annual
rainfall is 1000 - 2000 millimetres. Temperature varies
little throughout the year averaging 22 degrees C and
ranging between 30 degrees C and 10 degrees C.

The Marimba Project is located near the municipality of
Jocotan,
population 500 which contains hotels, restaurants as well as
most logistical needs including groceries,
supplies, and gas stations. The majority of the people work
in the agricultural sector or in small, artisan craft
businesses.  Local labour is plentiful however the pool of
skilled workers is small.  A modern electrical line serves
Jocotan.  All logistics can alternatively be completed out
of the regional centre of Chiquimula (population 40,000)
located 40 minutes away by paved road.  The area has an
abundant water supply in permanent streams and rivers (e.g.
Rio Jocotan and Quebrada Agua Caliente).

Work History

     Gold Fields Joint Venture/Marimba Joint Venture/ Holly
     Joint Venture/Eastern Guatemala Projects

Government geology maps completed in the early 1970's mapped
altered rhyolite volcanics, travertine deposits and active
hot springs in several area within the Guatemalan Properties
of the Company.  Geological investigation of the area was
undertaken in 1999 and included rock and stream sediment
sampling.

Several companies have completed reconnaissance sampling in
various areas in central and eastern Guatemala over the last
five years including Mayan Minerales S.A., Tombstone
Explorations Co. Ltd., and Glamis Gold Ltd.  In most cases
no results are
available for these programs.

The Company acquired ground in 2001 and completed widespread
rock, soil, and stream sediment sampling. Additional
evidence of mineral potential was provided by silica and
clay alteration exposed during the building of a new roads
and highways between 1999 and 2001.

The central and eastern portion of Guatemala has become an
attractive target partially due to the continued success of
Radius to discover new gold mineralized systems along the
same structural trend. The Company has recently drilled the
Holly Gold Project in the central portion of the belt.  A
Joint Venture between the Company and Gold Fields of South
Africa is currently evaluating two Projects, El Tambor and
Bella Vista, both on the western end of the mineralized
corridor.

There is no history of commercial mineral production from
the Radius Guatemalan Projects however several of the
Projects contain small adits, pits, and trenches from
previous activities which were probably active in several
phases including the 1800's, Spanish Colonial (1500-1600's)
and possibly prior to this by the local Mayan Indians.
Locals have also extracted small quantities of stibnite,
that is sold locally, best evidenced by several small pits
and cuts on the Marimba Project.

Geological Setting

     Regional Geology
The Radius Guatemalan Properties are located in Guatemala,
Central America.   Guatemala, and the rest of Central
America, can be described as a land bridge between North and
South America.
The area has a highly complex and very active tectonic
history
that is a result of the interaction of several lithospheric
plates and has created a diversity of depositional
environments, deep-seated structures, and numerous mineral
deposits.
Guatemala is bisected with the southern Chortis Block of the
Caribbean plate separated from the northern Maya Block by
the Motagua-Polochic Fault System.  The Caribbean Plate is
one of three small plates sandwiched among the three larger
North American, South American, and Pacific Plates.
Rocks within the broad fault-bounded zone are dominated by
three stratigraphic groups; Paleozoic basement, Cretaceous
to Tertiary sediments, and Tertiary to recent volcanics and
volcaniclastics. All rock units are cut by coeval and
younger intrusions related to the eastward migration of the
Caribbean Plate.
     Local Geology - Geology of Southern Guatemala
The Motagua-Polochic Fault and Jocotan Fault represent
distinct transitions for the geology of central and eastern
Guatemala which comprise the Radius Guatemalan Properties.
Rocks to the north of these faults are dominated by blocks
of basement including schist, massive limestone and
sedimentary units, and
ultramafics, which form the Central America Mountain System.
To the south the geology is largely Tertiary volcanics of
the Pacific Volcanic Belt.
The pre-Tertiary rocks have been folded and later block
faulted into basins that parallel the major trend of the
Guatemalan mountains.  The area was also the site of
Tertiary volcanism centred within the elongate graben basins
parallel to the trend of the Motagua and Jocotan Fault Zones
and the axes of the major folds.  These grabens were basins
of deposition for the overlying thick sequences of red beds.
Distribution of the Tertiary red beds along major fault
zones is the result of volcanism along the zones of weakness
and subsequent accumulation of volcanic detritus in basins
that were controlled by normal faulting.  Pyroclastic
activity increased throughout the Tertiary and thick
blankets of tuff often occur on all but the most prominent
peaks of pre-Tertiary rocks.
Siliceous flows, basalts, lahars, and pyroclastics were
deposited throughout the Pliocene and Pleistocene.
     Project Geology
          Gold Fields Joint Venture
The Gold Fields Joint Venture is primarily underlain by
amphibolites, phyllites and argillites, and minor limestone
lenses of the El Tambor Formation.  The siliceous and
carbonaceous argillites mapped on the property may be
members of the El Tambor Formation or the lower El Pilar
Group.  The El Tambor Formation comprises a west-trending
band that extends across the property.  Throughout most of
the property, schistosity and cleavage dip consistently and
moderately to the south-southwest.  On the Unidad Tipo
block, schistosity and cleavage orientations are much more
diverse, suggesting proximity to a fold hinge.
On the eastern half of the area amphibolites host the
Sastre, TBS, Escondida and LTR zones.  The amphibolites are
wellfoliated, fine- to medium-grained and medium to dark
green in colour where fresh. Chlorite, biotite and epidote
are also present, which, along with actinolite and
tremolite, are
interpreted to represent retrograde greenschist facies
metamorphism after initial lower amphibolite facies
metamorphism. Metamorphic quartz veins and boudins are
common within these amphibolites.  The protoliths for the
amphibolites are believed to be gabbros and mafic volcanics.
In outcrop, argillites are pale to medium grey, strongly
clay-altered, strongly foliated and finely banded with
common coarser lenses and grains of quartz and plagioclase.
These argillites are probably derived from volcanic
detritus.  Light grey to grey
brown phyllites are strongly foliated, fine- to medium
grained and strongly altered to sericite, clay and Feoxides,
particularly in mineralized zones. Metamorphosed sandstones
weather light grey and
consist of fineto medium-grained quartz in an argillically-
altered matrix.
The El Tambor Formation is in fault contact with quartzose
sandstones of the Santos Formation and a M'lange Zone of San
Diego Phyllites and El Tambor Formation.  The El Tambor
Formation and Melange Zone are also in fault contact with,
and locally intruded by, locally termed, Santo Domingo and
Tres Sabanas granite to quartz monzonite intrusions.  On the
western half of the property, Tertiary to Quaternary
basalt flows overlie San Diego and El Tambor phyllites.
Thick, localized Quaternary accumulations of unconsolidated
pumiceous ignimbrite, ash and diamicton are common
throughout the property.
The Gold Fields Joint Venture is located above and to the
south of the Motagua Fault Zone, a crustal-scale, left-
lateral strikeslip fault with several subparallel splays,
including the Polochic, Jocotan and Chamelecon Faults.  The
dominant structural grain on the property is a south-dipping
schistosity, averaging 104 degrees /58 degrees S, prevalent
in the El Tambor Formation metavolcanics and metasediments.
Strongly brecciated and
intensely fractured mineralized zones on the property are
strongly structurally controlled with two orientations
noted.  Foliation sub-parallel and shallow north-northeast
dipping faults have been noted in the Sastre, TBS, LTR, and
Lupita West Zones. Relative timing of these faults is
generally not known, but an exposure in the Sastre Zone
exhibits one of these shallow north-northeast dipping shears
cutting a foliation-parallel shear.  The orientation of the
flat-lying shears averages 326 degrees /16 degrees N.
Later episodes of faulting are also present and appear to
truncate and/or displace mineralization.  These block faults
strike 150 degrees 200 degrees and dip moderately.

          Marimba Joint Venture
The geology of the Marimba Joint Venture can be broadly
separated in three sectors.  The first sector consists of
the southern half of the Project and is underlain by
limestone, shale and conformable limestone conglomerate of
largely Cretaceous age overlain by a thick sequence of tuff.
The second sector
consists of the northern Project area and is
dominated by Paleozoic basement of schist and phyllite.  The
Jocotan Fault generally separates these first two sectors.
The third geological sector, the western area, contains a
mixed volcanic and sedimentary sequence related to the
Jocotan Graben and extends about five kilometres long and
three to four kilometres across.

The dominant alteration is pervasive weak to strong calcium
(with minor iron and magnesium) carbonate alteration
occurring as a highly variable interaction of stockwork and
disseminated calcite veining and carbonitization of host
rocks.  All rock units including recently deposited
sediments and slope debris have been affected.  This area of
carbonate alteration has now been traced
over an area up to two kilometres in width and seven
kilometres in strike along the trend of the Camotan Fault.
Widespread but highly variable silicification has also
altered all rock units. Active deposition of travertine
(calcareous sinter) and carbonitization of all rock units
continue to occur associated with a series of active hot and
warm springs.  Silica sinter has been mapped in several
areas often immediately underlying the travertine.  Many of
the mineralization zones and alteration are also associated
with red-brown limonitic staining and iron oxides probably
related to the weathering minor
amounts of iron rich sulphides.

The structural setting of the Marimba Project is highly
complex, reflecting the long-lived and highly active nature
of the tectonics in this part of the world.  The sub-
parallel, regionalscale, NE-SW to nearly E-W trending,
Camotan and Jocotan Faults are dominant structures in the
area.  They are interpreted as steeply dipping transcurrent
faults with predominantly strikeslip displacement however
evidence also suggests a component of low angle thrusting,
most notably in the Cerro T area.  Between these two major
structures, cross structures are numerous with the
orientation of these secondary structures being highly
variable.  Prominent NW-SE structures form the eastern and
western boundary faults for the Jocotan Graben, an apparent
pullapart feature with long-lived volcanic activity
including the emplacement of the prominent rhyolite domes in
the Goliath area. The thick volcano-sedimentary sequence has
been affected by at least one major folding event.  The fold
axes are sub-parallel to the Jocotan Fault.  Brittle
cracking of the lowermost portion of the massive limestone
unit in this sequence may have been a significant feature in
creating open spaces later used and filled by mineralizing
fluids.

          Holly Joint Venture

The Holly JV is situated at the contact of the Paleozoic
metamorphic rocks and the Tertiary volcanic field to the
south. The contact is along the E-W trending Jocotan fault.

          Eastern Guatemala Projects

The geology of the Eastern Guatemalan Projects can be
broadly separated in three sectors.  The first is the
Northern Portion of the Area underlain by phyllite and
schist of the Paleozoic Santa Rosa Group.  The Southern
Portion is dominated by Quaternary volcanic and recent
cover.  The main area of interest is the Central Portion of
the project comprised of Cretaceous to Quaternary
sedimentary and volcanic units in both unconformable and
faulted contact.  The Jocotan Fault runs through this
Central Region which is also highly faulted and fractured by
a series of NNW-SSE and N-S faults.

Exposed lithologies from oldest to youngest are Paleozoic
phyllite, schist, and granite, Cretaceous limestone and limy
siltstone, and volcaniclastic rocks.  Several contacts have
been mapped as conformable (Clemons, 1966).  Irregular
Paleozoic intrusive rocks occur in the northern half of the
Project area. Overlying Tertiary volcanics and
volcaniclastic include: lithic crystal tuff, rhyolite,
lapilli tuff, and basalt.  The large Chiquimula Pluton of
Cretaceous age has intruded the basement rocks near the
northern boundary.  This 10km by 10km sized intrusive body
appears largely unaltered and only rarely fractured.
Marginal porphyritic phases are exposed on the southern and
western margins of the pluton.  A one square kilometre area
in the central portion is covered by
calcareous travertine that has been deposited from recently
active hot
spring.
The dominant alteration is pervasive weak to strong
silicification.  In general two styles of alteration occur;
the first related to hydrothermal activity which has
produced silicified zones and discrete quartz veins within
all known mineralized zones, a second style consists of
silica sinter which has formed relatively recently and
occurs as cover over older lithologies and as cement to
recent sedimentary deposits and in the area.  A second form
of alteration consists of clay alteration.  Three distinct
styles are recognized; the first associated with faulting
and or shearing related to regional scale structures, the
second related to younger volcanic events, and the third
associated with the currently active and older hydrothermal
and hot springs systems.  Warm and/or tepid springs,
evidenced by travertine (calcareous sinter) deposits, along
the western edge of the Chiquimula Graven have weakly
altered all older rock units.  Many the mineralization zones
and alteration are also associated with red-brown limonitic
staining probably related to the weathering of trace to
minor amounts of iron oxide often introduced during
alteration.
The main structure is the east-west trending Jocotan Fault.
Government mapping shows a distinct break with older
basement rock above the fault and younger (primarily
volcanic) units to the south.  The fault breaks up in place
and is actually a series of parallel to sub-parallel
structures.  The younger volcanics (mostly Upper Tertiary
and Quaternary) do not appear to have been affected by the
fault.  A series of NNW-SSE faults and fracture sets cut the
Holly Project (central portion of the Eastern Guatemala
Projects).  Mineralized structures with significant gold
contents are most often orientated along this structural
trend.
Deposit Types
     Gold Fields Joint Venture/Marimba Joint Venture/ Holly
     Joint Venture/Eastern Guatemala Projects

The Radius Guatemalan Properties cover a series of precious
metal showings related to rhyolite domes and associated
mesothermal, epithermal and hot springs style mineralized
systems.

Gold-bearing mineralized systems similar to those found
within the Guatemalan Properties include systems commonly
termed lowsulphidation, epithermalstyle, gold-bearing
systems. Additionally the area has potential for
structurally-controlled vein mineralization, and
disseminated/replacement (Carlin) style gold mineralization.
Plutonic centres ("hot spots") and appropriate structural/
lithological traps would promote these styles of
mineralization.

The Project is located in a mineralized belt that includes
several active exploration projects, advanced precious metal
properties, and operating gold mines.  Brief descriptions,
using publicly available information, for several of these
other projects are included.  The Marimba Project has
characteristics in common with all of the other projects,
however, the following information is not
necessarily indicative of the mineralization on the Marimba
or Holly Projects.

In the adjacent portion of Honduras gold is currently being
mined at the San Andres Mine (20 kilometres southeast).
Heap leach gold mining at Geomaque Explorations Ltd.'s
Vueltas del Rio Mine (40 kilometres east) is exploiting a
probable gold reserve of 2.1Mt grading 2.5 g/t Au, Walford,
2002.

Glamis Gold Ltd.'s San Martin Mine in Honduras occurs in a
geological environment similar to the Marimba Project.  The
mine entered commercial production in 2001 and produced
113,000 ounces in 2001.  Glamis reported production of
38,695 ounces in the third quarter of 2002.

The Cerro Blanco Gold Project, located 80 kilometres south,
hosts low sulphidation epithermal and hot springs related
gold mineralization.

Drilling on the Marlin Project by Francisco Gold (now Glamis
Gold Ltd.) in equivalent rocks along the parallel Motagua
Fault in western Guatemala has outlined a measured gold
resource of 4.2Mt grading 1.9 g/t Au and 29g/t Ag and an
indicated resource of 8.6Mt grading 1.5 g/t Au and 22g/t Ag
(Voorhees, 2002).

Mineralization

The Radius Projects cover several precious metal showings
related to rhyolite domes and associated mesothermal to
epithermal and hot springs style mineralized systems.

     Gold Fields Joint Venture
Current understanding of the gold mineralization on the Gold
Fields Joint Venture identifies the known zones as classic
examples of orogenic lode gold deposits.  Gold
mineralization is associated with convergence of North
American and Caribbean plates, major structures which
evolved from transpressional to transcurrent movement.
Mineralization is postpeak metamorphism. The gold zones are
structurally controlled: discordant veins, quartz-crush
zones, vein stockworks, shear zones.  The majority of the
systems are Au-As systems, with arsenopyrite the most common
sulphide.  Hydrothermal plumbing systems are laterally and
vertically extensive, with a combined strike length of over
30 kilometres.
The Gold Fields Joint Venture hosts at least 10 goldbearing
mineral occurrences spread over a 14 by 6 kilometre area.
Geological and geochemical evidence indicates that this
mineralization is of a low sulphidation epithermal style.
Mineralized zones include; Sastre, Lupita, Chorro, Valery,
Escondida, LTR, TBS, Bridge, JNL, and La Laguna.
The Sastre Zone consists of a series of shallowly dipping,
strongly oxidized and fractured or brecciated tabular bodies
from 5 to 41 metres thick. Evidence from trenching suggests
that there may be stacked or fault-repeated mineralized
bodies.  The
dominant controls on mineralization appear to be two sets of
shear zones: foliation sub-parallel, shallowly to moderately
south dipping shears, and flat-lying to shallowly north-
dipping shears.

The Lupita Zone consists of hydrothermal quartz with
disseminated pyrite and arsenopyrite in carbonaceous
phyllites.  Amphibolite schist hanging wall rocks were
conspicuously unmineralized.  The Chorro Zone appears to be
a westward continuation of the Lupita Zone however, controls
on mineralization are not well understood and the zone is
structurally more complex. As in the Lupita Zone, the
hanging wall consists of chlorite schist, which is likely an
altered amphibolite, with mineralization hosted in a
siliceous argillite or phyllite along this contact. This
siliceous argillite is buff to grey-white and is commonly
silicified and brecciated, largely sericite and clay
altered.  In addition to white, probably metamorphic,
quartz, the siliceous
argillite is cut by dark grey quartz veinlets that contain
arsenopyrite.  Mineralized material is strongly oxidized
with abundant limonite, locally abundant hematite, and minor
scorodite

The Bridge Zone consists of hot spring-related gold
mineralization observed primarily in railroad embankments,
trenches and outcrops along Rio Las Canas four kilometres
westsouthwest of the Sastre Zone.  Active hot springs
located on the south bank of the river and just above the
railroad tracks first drew Tombstone to examine the
property.  These hot springs are actively depositing sulphur
at the vent site.  The underlying geology is comprised of
friable carbonaceous argillite overlain by Tertiary felsic
tuff and Quaternary ash.

The Valery Zone is located approximately 2.5 kilometres
southwest of the Sastre Zone.   This area is underlain by
variably altered and commonly brecciated and siliceous
argillites, phyllites and sericite schists, chlorite schists
and mafic metavolcanics. Northwest-striking faults have
placed these units in contact with Santo Domingo intrusions.
Locally, small dykes related to this intrusion are found in
sericite schist.  Siliceous argillites are invariably
argillically-altered, brecciated, silicified and commonly
cross-cut by quartz stringers.  Pervasively silicified zones
contain angular fragments of dark grey siliceous argillite
and are cross-cut by vitreous to milky quartz stringers and
contain up to 10% finely disseminated arsenopyrite.
Trenching has confirmed interpretations that the
mineralization is contained in a flat-lying to gently
dipping thrust zone between Tambor meta-volcanics in the
hanging wall and Tambor phyllites in the footwall.

The TBS Zone (including Escondida and LTR) consist of
auriferous mineralization exposed in a series of outcrops
and trenches located approximately two kilometres southeast
of the Sastre Zone.  These zones are hosted in variably-
altered amphibolite schist, as at the Sastre Zone, in close
proximity to Santo Domingo intrusions.  Limestone lenses are
also present within the altered amphibolites.  The
mineralized zones are characterized by strong orangebrown
carbonate alteration, a high degree of fracturing and
brecciation, sericite-clay alteration and lesser quartz
veining.  Stockwork calcite/quartz veining marks more
resistant zones and outcrops. Drilling at TBS/LTR has
intersected sub-horizontal mineralized zone with strong
quartzcarbonate-sericitelimonite alteration in multiple
intervals. Altered zones contain erratic weak to moderate
iron oxide psuedomorphs after pyrite-arsenopyrite.
Additional zones of weak carbonatization, quartz-calcite
veining and weak to moderate sulphide mineralization are
present in the footwall to the main altered zone.

The JNL Zone is located approximately 2.5 km
northeast of San Pedro de Ayumpuc.  The area is underlain by
El Tambor Formation phyllites and mica schists that have
been intruded by Tres Sabanas granitic intrusions, related
to the Santo Domingo intrusions.  Tertiary to Quaternary
basalts locally form valleyfill deposits.  Mineralization is
comprised of strongly argillically-altered phyllites with
quartz veinlet stockworks. Detailed mapping indicates that
anomalous gold values are associated with iron oxide-rich
low angle brittle fault structures, quartz crush zones,
quartz-sulfide veining along axial planar cleavages to
crenulation folds and in some cases, to quartz veining.

The Achiotes / Q78 Zone is adjacent to and approximately 500
metres east of JNL.  The gold mineralization at Achiotes
occurs principally in arsenopyrite-bearing quartz veins and
in greenish black silicified structures in phyllites,
accompanied by stockworks of white quartz veinlets.  Quartz
veins typically range from 10 to 30 cm in thickness but
exceptionally range up to 5m.  Silicified zones in phyllites
typically range from 20 cm to 1m in thickness, with a
maximum observed thickness of 4m. Veins and silicified zones
in phyllite tend to be condordant with foliation and dip
moderately to steeply to the north.
The Gualpinol Zone is a large gold anomalous zone on the
eastern end of the western anomalies.  Gold is associated
with arsenopyrite-bearing quartz veins in phyllite host
rocks.
Visible gold is readily evident in association with the
quartz veins.

The La Gartija Zone is the farthest east of the identified
mineralized Zones on the Gold Fields Joint Venture.
Mineralization is associated with 0.5 to 2m wide shear
structures or breccia zones.  These structures are commonly
oriented E-W but with variable dips.  Low-grade
mineralization (0.5 to 1 g/t Au) is associated with narrow
fracture zones or stockwork zones parallel to foliation.
The mineralization is projected to dip at a low to moderate
angle to the north.

The La Laguna Zone is the largest of the western anomalies.
Mineralization at La Laguna Zone formed during a deformation
event which resulted in NE verging faulting and folding of
the Tambor units.
The Laguna Zone is located on the WSW facing limb of a large
property-scale, complex fault-
bend/propagation antiformal fold system and are dominated in
section by north verging displacement on SW-dipping faults.
The northern portion is characterized by stockwork vein
zones and sheared stockwork vein zones typically running 1
to 2 g/t Au. Pervasively clay altered zones typically run
<500 ppb Au.  Gold grades are systematically higher to the
south, corresponding to higher elevations. Mineralization in
the southern portion of Laguna Zone is contained in a
network of conjugate shears, sigmoidal veins and possible
flat veins within foliated granitoid host rocks.  The zone
is bounded by a set of NW-striking reverse fault zones that
dip moderately to the west-southwest.
     Marimba Joint Venture
Several mineralized zones have been identified on the
Marimba Joint Venture. Individual zones have had varying
amounts of exploration and as such the current level of
understanding differs greatly.  The known precious metal
showings on the Marimba Project outcrop over an area of six
kilometres by three kilometres hosted in a variety of
altered units including silicified schists and jasperoidal
(silica replaced) limestones.
The Cerro T Zone is located in the central portion of the
Marimba Joint Venture, adjacent to the main highway.  This
two kilometre long by 0.4 to 0.9 kilometre wide gold bearing
zone is centred over a topographic high elongated in an east-
northeast orientation.  Mineralization is concentrated at
the base of a massive limestone unit near the contact with
thin bedded limestone and calcareous siltstone. Primary
control to the mineralization appears to be faulting and
fracturing related to the Camotan Fault and associated
splays. Continuous chip sampling of bedrock exposed along an
access road has returned a length weighted average of
0.64g/t Au over 42.5 metres with individual samples as high
as 1.5 g/t Au. A series of outcrops, approximately 25 to 75
metres upslope from the road cut exposure ranged up to 5.2
g/t Au over a width of four metres.  A 120 metre long road
cut, completed in October 2002, across the western portion
of the north facing slope was tested by the collection of
30 samples which ranged from 383 ppb Au to 3.77 g/t Au
averaging 1.44 g/t Au.

Mineralization at the Lantiquin Zone consists of highly
carbonate altered and silicified limestone and sedimentary
rocks.  Host rocks include clay altered phyllites, carbonate
altered schist and intrusive rock, and silicified thin
bedded limestone.  A brecciated zone cut by numerous
centimetre-scale carbonate-quartz veins has been exposed for
more than 400 metres in a roadcut along the Lantiquin Road.
Chip sampling over a 250 metre section of this road exposure
returned low-grade, anomalous gold values ranging between
0.1 and 0.8 g/t Au.  Gold is strongly associated with
arsenic (up to 3000 ppm) and moderately associated with
antimony and mercury.
Gold bearing samples are characterized by brecciated,
altered rock often containing variable amounts of iron
oxide, trace stibnite, and fine pyrite. The anomalous
samples outline a zone roughly two kilometres long by one
kilometre wide.

The Goliath Zone is located at the base of a large rhyolite
dome complex underlying the western potion of the Marimba
Project. Mineralization consists of is detrital sinter,
highly anomalous in trace elements and widespread,
silicified, tectonic breccias with abundant limonitic gauge,
grey silicified clasts and minor stibnite.  Samples are
generally weakly anomalous in gold (50 to 500 ppb Au) with
anomalous values in antimony, arsenic and mercury.

Other mineralized Zones (including Marimba and Jocotan)
consisting of quartz veins and silicified limestone
associated with gossanous, iron oxide-rich fractures with
irregular fluorite and stibnite is found in other parts of
the Project.  Recent prospecting along prominent topographic
lineaments noted in satellite imagery has located additional
mineralized areas.

     Holly Joint Venture

Mineralization at Holly is hosted by ridge-forming
volcaniclastics and recessive mudstone, with minor amounts
in the sheared phyllite to the north.  Veins follow a 160
degree trending structural fabric.
There are three vein zones identified to date.
Mineralization is characterized by locally high grades of
gold and silver within a package of argillic and silicified
rocks.

     Eastern Guatemala Projects

The most advanced area within the Eastern Guatemalan
Projects is the Holly Project and several mineralized zones
have been identified.  The precious metal showings on the
Holly Project outcrop over an area of 2.0 kilometres by 1.5
kilometres hosted in a variety of altered units including
silicified schists and volcano-sedimentary rocks.  Controls
on mineralization include lithologies, structures,
alteration related to felsic volcanism and possibly high
level intrusives.

The Holly Ridge Zone is located in the central portion of
the Holly Project, adjacent to the main highway.  This 700m
by 300m gold bearing zone occurs in variably silicified
volcanosedimentary units on both flanks of a prominent east-
west trending ridge. Mineralized structures in the area
appear to be a series of en-echelon and/or discontinuous and
subparallel silicified zones and quartz veins dominantly
trending 10 to 30 degrees east of N-S and dipping steeply to
the west.  A series of trenches have exposed gold-bearing
quartz veins and silicified zones with mineralized
intercepts including; Holly Ridge South;
25.4g/t Au & 176g/t Ag over 3.8m and 34.0g/t Au & 332g/t Ag
over 3.0m, and Holly Ridge North; 5.5g/t Au & 47g/t Ag over
8.0m and 20.3g/t Au & 163g/t Ag over 1.3m.

The Trench Ridge Zone has been exposed for more than 500
metres along a prominent ridge west of the main highway.
Mineralization has been outlined in channel, grab, and soil
samples with an average width
to the Zone of 250 metres.  Individual mineralized
structures closely parallel those of Holly Ridge with an
average orientation of 160o.  A series of trenches have
exposed variably silicified and quartz-veined tuff.
Mineralized intercepts include 25.5g/t Au & 122g/t Ag over
6.0m.

Mineralization at the Construction Road Zone is spatially
related to the large rhyolite dome.  A 150 metres long
roadcut, created during the construction of the new highway
returned a weighted average for a series of chip samples of
1.69g/t Au & 5.1g/t Ag over 40.0m.

The Karen Zone is located 200 metres north of Holly Ridge.
Mineralization consists of a series of highly variable
goldbearing quartz veins hosted by schist.
A series of samples collected in close proximity returned
bonanza-grades ranging form 30 to 300 g/t Au over a width
between 0.75 and 1.1 metres.  Very fine grey sulphides,
believed to carry the high silver grades, are irregularly
distributed throughout the veins.

At the Trail Zone highly silicified finely bedded
sedimentary rocks are exposed along a foot trail near the
base of Holly Ridge.  At the Trail Zone silicification is
widespread (400m by 550m) however gold values are highly
variable.  Results of chip sampling have returned; 5.3g/t Au
& 60g/t Ag over 18.0m and 9.2g/t Au & 95g/t Ag over 9.0m.

Addition mineralization has been outlined at Banderas / Agua
Zarca, Cieba and Ivy Projects.   The Bandera / Agua Zarca
Project is located 11 km SE of the Holly Prospect.   The
hydrothermal alteration that hosts the gold mineralized
system is open to expansion.
The area is host to a complex of overlapping rhyolite domes
formed at the rim of a basin that covers some 64 square
kilometres.   Gold mineralization within the basin is
associated with hydrothermal brecciation and pervasive
silicification of the host rocks.

Exploration

Exploration on the Radius Guatemalan Properties has
consisted of stream sediment, soil, float and outcrop rock
sampling, trenching, and diamond drilling.  Work has
concentrated on areas of known mineralization. Several zones
within the Gold Fields Joint Venture are the most advanced.
It is believed that potential exists for the discovery of
additional mineralized
zones through a systematic program covering the under
explored portions of the Properties.

All samples collected on the Radius Guatemalan Properties
have been analysed at independent commercial laboratories
for gold and a variety of pathfinder elements including;
mercury, antimony, and arsenic.  Rock samples have been
described for
geology and mineralization and located using Universal
Transverse Mercator (UTM) co-ordinates. Descriptions of the
rock samples include the nature of the material being
sampled (outcrop, float, etc.), and the widths of
mineralized zones where appropriate.  A database has been
compiled which
includes all rock, soil, and stream sediment samples.
Significant anomalies were generated for gold in rock, soil,
and stream sediment sampling as well as follow-up trenching
and drilling.   Gold anomalies are variably associated with
silver, arsenic, mercury, and antimony anomalies.   The
geochemical response of gold in both soils and stream
sediments appears good and may be used on both a property-
wide and detailed survey stage.   Background levels for gold
is less than 15 ppb Au and most of the mineralized areas
commonly contain numerous samples in excess of 100 ppb Au
and individual samples often exceed 500 ppb Au.
     Gold Fields Joint Venture
The Gold Fields Joint Venture received progressively
detailed work programs between 2000 and 2002. Exploration
consisted of database establishment and development,
reconnaissance sampling, soil sampling, anomaly evaluation
and target identification, target evaluation, permitting,
road construction, target definition, and in the most
advanced areas drilling. This work outlined a series of
shear-hosted oxide gold zones along a 6 km strike length of
the Tambor thrust fault.
The initial exploration program included the establishment
of 100 line-km of grid and soil sampling. Gold Fields
evaluated the soil database and concluded that nine major
gold-in-soil anomalies have been identified in the area
based on a grid soil survey comprised of 3958 samples
collected over an approximate 11 square km area.  The grid
area was also geologically mapped and over 1400 rock samples
were collected along the seven kilometre gold trend. The
Sastre Zone, Lupita-Chorro Zone, and Bridge Zone were the
first to be tested in detail.
          Sastre Zone
The Sastre Zone is exposed in a series of trenches,
outcrops, and two adits on a north-trending ridge between
800 and 900 metres elevation.   These workings cover an area
of approximately 500 by 300 metres, and trenching in the
Sastre North Zone has tested this mineralization for 400
metres along strike.                      The Sastre Zone
remains open down-dip and
to the south and post-mineral faulting appears to have
displaced it to the west at the West Ridge Zone. Soil
geochemistry indicates that the zone is closed off to the
northeast.  The Sastre Zone occupies a 600 metres by 500
metres area where prospecting and hand trenching programs
have outlined six oxide gold within a large gold in soil
geochemical anomaly. The first work program tested the zones
with hand trenches returning average values of 4.9 g/t Au
over 12.8 metres, 7.8 g/t Au over 24.5 metres, and 7.3 g/t
Au over 30.5 metres.  A 10-metre deep exposure in an
excavator pit confirmed high-grade values in the hand
trenches.   Significant trench
intersections include:

   Trench     Slope      True        Au    Ag    As     Sb
            Width     Width*
       (metres)   (metres)   (g/t)  (ppm  (ppm   (ppm
                                          )     )      ) SA-
  1       25.2        9.9      5.25   0.7  9874     31
  SA-2      22.7       5.65      4.29   0.6
5956 37
  SN-2       7.9        5.2      6.34   0.8
8255 37
  SN-3      12.8        9.9      8.58   0.1
9022 26
  SN-6      18.5       13.7      3.04   0.2
7411 15
  SN-1      37.2       22.6      12.1   0.6
6945 45
  SN-4      29.4       23.1      2.06   0.1
7480 42
  SN-5      19.2       15.2      13.8  <0.1
1000     33
                                                0 SN-7
  64.4 41.3 6.20                  0.4
8415     26
  SN-8      46.8       34.0      11.0   n/a
n/a     n/a
  SN-9      14.5       11.4      4.72   n/a
n/a     n/a
  SN-10     12.45       8.6      6.05   n/a
n/a     n/a
     * true width based on an average orientation of 296
       degrees /31 degrees N

          Lupita Zone

The Lupita Zone is located approximately 600 metres west of
the Sastre Zone along the northeast-facing slope of a ridge.
The mineralized zone has been traced along this ridge in
trenches and outcrops. Lupita Zone hand trenches returned
average values in the 1 to 2 g/t Au range over thicknesses
of up to 30 metres.  The flat lying Lupita zone target
measures 300 x 300 metres and remains open to extension.
Significant trench intersections include:

Trench    Slope      True       Au    Ag     As    Sb
          Width      Width*
          (metres)   (metres)   (g/t) (ppm   (ppm
(ppm
                                      )      )     )
LW-1      21.8       19.1       1.56  0.4    5789  19
LW-2      41.2       37.3       2.46  0.1    6312  22
LW-3      45.0       34.6       2.09  0.2    9053  11
LW-4      21.1       19.3       2.01
<0.1 8261  18
LW-5      14.6       10.6       1.83
<0.1 6926  23
        *  estimated true width based upon an average
        apparent dip of 28 degrees

The Lupita Zone extends into the Chorro area approximately
400 metres west.  Trenches and prospecting and rock sampling
indicates that it
could extend an additional 400 metres to the west.
Significant trench intersections include:

Trench    Slope      Vertical    Au    Ag    As     Sb
          Width      Width
          (metres)   (metres)    (g/t  (ppm  (ppm   (ppm
                                 )     )     )      )

CH-3      10.2       7.9         1.71  <0.1  8277   15
and       21.5       11.5        1.12
<0.1  1792  15
and       19.2       6.2         1.33
<0.1  5449  20
CH-4      7.2        3.3         5.47  0.4   8740   37
          Bridge Zone
Bridge Zone work traced the mineralization over a
600 metre x 300metre area before it disappears under ash
cover.     Channel and trench samples within the
mineralized unit at Bridge returned
gold values in the 2 to 4 g/t range over significant widths
including 3.59 g/t over 85 metres.  The zone is open to the
southeast but rock sampling indicates that the zone weakens
to the northwest, occurring as a broad zone greater than 200
metres in length of anomalous carbonaceous phyllite
containing <1.0 g/t Au.  The tuff units overlying the hot
spring sites are locally silicified and sulphidized with
anomalous Au, Ag, As and Sb values.  Significant trench
intersections include:

Trench     Width   True      Au     Ag    As    Sb
Hg    Tl
                   Width*
           (metre  (metres)  (g/t)  (ppm  (ppm  (ppm (ppm
           (ppm s)        )                )    )
           )     )

B-1        12.0    n/a       1.47   4.3   210   133
1.0   0.5
B-2        31.5    n/a       1.69   1.3   230   269
<1.0  0.5
B-3        14.3    11.4      2.44   11.7  531   34
<1.0  1.6
Railroad   65.0    n/a       2.56   11.5  254   88
2.5   10.8 cut
(south
bank)
River bank 100.0   n/a       3.43   14.9  351   42
2.2   4.8 o/c
(north
bank)
   *  Assuming mineralization is horizontal
          Valery Zone
The Valery Zone is located approximately 2.5
kilometres southwest of the Sastre Zone.  Float samples of
mineralized blocks contained coarse gold and adjacent trench
samples returned 14.1 g/t Au. The overall thickness of the
zone is not known, and it remains open along strike and to
the south.  Soil
geochemistry suggests that the zone may be limited to the
west, but remains open to the east along strike. Significant
trench intersections include:
Trench    Slope      True        Au    Ag    As
Sb
          Width      Width*
          (metres)   (metres)    (g/t  (ppm  (ppm
(ppm
                                 )     )     )      )
VA-1      45.0       n/a         1.54  0.5   1395
42
                                             0
VA-2      25.0       n/a         1.20  0.4   5002
30
VA-3      16.0       n/a         2.03
<0.1  2535  16
VA-4      19.0       8.9         4.51  0.3   2322   26
And       19.0       8.7         2.29  0.1   6033   26
VA-5      3.8        2.5         1.32
<0.1  3858  16
and       13.6       6.5         2.10
<0.1  3264  17
VA-6      26.8       16.7        1.48
<0.1  8882  66
 *  Assuming mineralization is horizontal

Trenching completed at the Valery Zone in May 2002 returned
mineralization averaging 1.18 g/t over 24m.
A series of 72 pits were excavated (August, 2002) in the
Valery area in August 2002 to exposed a more three-
dimensional view of the mineralized system. Results of the
pitting demonstrated that the mineralized zone occurs in a
10 to 20m thick remnant of phyllites in thrust contact with
underlying unmineralized amphibolites.

             TBS Zone (including Escondida, LTR)

The Escondida, LTR and TBS Zones consist of auriferous
mineralization exposed in a series of outcrops and trenches
located approximately two kilometres southeast of the Sastre
Zone and immediately north of highway CA-9.  Mineralized
zones in the TBS West trenches remain open in all directions
and soil geochemistry indicates that this zone may be
continuous with the LTR Zone to the west. Significant trench
intersections include:

Trench    Slope      True        Au    Ag    As
Sb
          Width      Width*
          (metres)   (metres)    (g/t  (ppm  (ppm
(ppm
                                 )     )     )      )
TBS-1     26.0       11.8        1.73  0.8   3569
949
TBS road- 25.0       n/a         4.42  0.5   3960   2441
cut
TBSW-2    45.0       27.9        1.93  n/a
n/a    n/a
TBSW-3    47.2       11.2        3.14  n/a
n/a    n/a
TBSW-4    29.8       26.3        2.44  n/a
n/a    n/a
ESC-1     13.0       5.7         1.43  0.3
2092   16
LTR-1     13.1       6.4         2.45  0.4
3383   15
LTR-2     23.5       12.0        2.42  0.4
3733   22
          *  Assuming mineralization is
horizontal

Soil geochemistry suggests both zones may be delimited to
the south but remain open to the east, west and north, and
may be continuous with the Sastre Zone.

          The JNL Zone

Work at the JNL Zone is not as far advanced as some of the
other zones on the Joint Venture.  The gold in
soil anomaly is approximately 800 metres long by 50 to
100 metres wide. Trenching to date has returned 7.5m @
6.21g/t Au, 7.0m @ 3.36g/t Au, 9.0m @   1.68g/t Au, 13.9m @
5.4g/t Au, and 19.9m @ 9.7g/t Au.
          The Achiotes / Q78 Zone
Soil sampling has defined a series of east west trending
soil
anomalies in the central portion of the western half of the
Joint Venture.  Highly anomalous portions of the anomalies
were tested by hand trenching.  Trench results at Achiotes
include ACHS-1 with 4.60m avg. 13.4 g/t Au (open to north)
and  1.94m @ 9.4 g/t Au (Open to north and south)and 1.30m @
1.2 g/t Au, ACHS2 with 1.97m @ 1.301 g/t Au and 4.99m avg
4.024 g/t Au, and ACHS-3 with 10.35m avg. 2.172 g/t Au.  The
latest trench ACHN-12 returned two mineralized intervals:
3.04m @ 2.945 g/t Au and 6.13m @ 2.913 g/t Au.  Sampling of
a 30m extension (August, 2002) to the original trench ACHS-1
identified an additional mineralized zone grading 4.85m @
7.595 g/t Au. Trenching on the adjacent Q78 anomaly has
returned 1.5m @ 1.23 g/t Au in an area where reconnaissance
sampling returned a maximum value in rock samples of 13.2
g/t Au.

          The Guapinol Zone

Soil sampling has outlined a gold in soil anomaly measuring
100 metres in length by 100 to 250 metres in width.  In
general, the east-west trend of the Guapinol soil anomaly
encompasses steep slopes covered by dense brush and wooded
areas with heavy undergrowth.  Trenching returned 26.05m @ 5
g/t Au and 7.47m averaging 2.647 g/t Au.  Initial sampling
in southern portion of the area confirmed presence of high
grade gold mineralization ranging to 64.931 g/t in grab
samples.  Reconnaissance along the trend of the vein system
identified high-grade mineralization of 42.397 g/t
approximately 400m to east of discovery area and  9.11 g/t
approximately 200m west of discovery
area.  Guapinol trench GP-1, completed in September 2002,
returned 26.05m averaging 4.648 g/t Au (26.05m @ 5.936 g/t
Au in check sampling).  Included within the 26 metre
mineralized zone is a 10.42m interval averaging 8.739 g/t
Au.  Through December 2002, a total of 21 trenches have been
excavated and sampled in the Guapinol area. Six of the
trenches are located in the Guapinol North area and 15 are
located in the Guapinol South area.  Most recent trenching
at Guapinol continued to indicate strong gold mineralization
with GP7 averaging 7.61 g/t Au over 7.49m interval, GP-9
averaging
20.806 g/t Au over 8.81m, including 6.36m @ 28.344
g/t Au, GP-10 averaging 8.41 g/t Au over 4.60m and GP13
averaging 34.28 g/t Au over 2.1m.  Potential
strike length for Guapinol South vein zone
approaching 2km with vein system remaining open both to west
and to east.

          The La Laguna Zone
The Laguna Zone is the farthest west anomaly identified to
date on the Gold Fields Joint Venture. The gold in soil
anomaly consist of two parallel eastwest trending anomalies
(North and South) each approximately 600 metres long by 200
to 400 metres wide.  Reconnaissance sampling along the trend
has returned up to 19.4 g/t Au.   Trenching returned 14m
@ 2.91g/t Au, 35.2m @ 2.57g/t Au, 9.94m @ 2.74g/t Au, 44.0m
@ 6.16g/t Au, and 28m @ 1.84g/t Au.  Laguna North roadcuts,
confirming grades indicated by earlier trenching.
Mineralized intervals from the new roadcut include 23.57m
averaging 1.848 g/t Au and 56.09m averaging 5.353
g/t Au.  Grades range up to 25.068 g/t Au with the higher
grades commonly being associated with quartz veins

Exploration  has advanced a number of prospective areas
within the  belt  to  the drill ready stage. Several of the
mineralized zones  have  been  drill tested and results are
discussed  under drilling.

     Marimba Joint Venture
To date a total of 380 rock, 1837 soil, and 94 silt samples
have been collected and analysed from within the Marimba
Joint Venture.  The 1837 soil samples were collected over a
grid 4.5 kilometres in length by one to two kilometres in
width located
in the central portion of the Marimba Project.  Goldin-soil
anomalies were generated in two areas associated with gold
in bedrock; Cerro T and Lantiquin.  Additionally a large
silver anomaly was outlined over an area three kilometres
long by one kilometre wide along the southern limit of the
soil grid.

The Cerro T soil anomaly has numerous samples greater than
100ppb Au, commonly greater than 200 ppb Au, and significant
areas returning greater than 500 ppb Au. Sample results
ranged up to 2900 ppb Au (2.9 g/t Au). The gold-in-soil
anomaly extends 2.5 kilometres in length by 0.5 kilometres
in width. Antimony is anomalous in a significant number of
samples and in general have a good correlation with the most
highly anomalous gold values.  Anomalous silver values are
widespread and moderate in strength in the Cerro T anomaly.
Mercury and arsenic in soils are typically associated with
the most highly anomalous gold values.  The Lantiquin soil
anomaly is centred two kilometres west of the Cerro T
anomaly.  With respect to the Cerro T anomaly the style of
the Lantiquin anomaly differs in that the gold in soil
anomalies are more widespread and more irregular, however
the most highly anomalous samples are of equal magnitude.
Arsenic is highly anomalous in a significant number of
samples in the Lantiquin area and exhibits a good
correlation with the most highly anomalous gold values.
Silver anomalies are widespread but only moderately
anomalous. Anomalous mercury and antimony values are
associated with the most highly anomalous gold values.

Widespread rock sampling has returned numerous anomalous
results concentrated in five zones discussed under
mineralization.  The Cerro T area is the most advanced
exploration target on the Marimba Project.  Numerous rock
samples have been collected from outcrops, float and rubble.
A road cut, completed in October 2002, along the 520
elevation on the north face of Cerro T, was tested by 30
samples which ranged from 0.38 to 3.76 g/t Au and averaged
1.44 g/t Au.  The Lantiquin Zone is centred two
kilometres west of the Cerro T Zone.  Numerous rock samples
collected on and around a prominent road cut returned
widespread gold values.  Most samples collected within the
zone are anomalous returning greater than 200 ppb Au with
several samples
ranging up to 1.5 g/t Au.

     Holly Joint Venture

Exploration conducted by the Company on the Holly Project
has consisted of stream sediment, soil, and both outcrop and
float rock sampling.  Work has also included trenching on
areas of known mineralization as well as continuous chip
sampling along accessible roadcuts.  Gridded soil lines have
been completed over the mineralized zones.  Existing data is
largely from the central portion of the Project and
potential exists for the discovery of additional mineralized
zones through a systematic program covering the entire
Project.  To date exploration includes a total of 849 rock,
1114 soil, and 65 silt samples collected and analysed from
within the Holly Project. Significant anomalies were
generated for gold in rock, soil, and stream sediment
sampling.  Gold anomalies are variably associated with some
or all of silver, arsenic, lead, antimony, and tungsten in
selected areas.

The Trench Ridge, Holly Ridge, Trail, and Karen Zones have
very significant amounts of silver associated with the
higher gold values.  Silver ranges as high as 3844g/t Ag at
Karen and 1423g/t Ag at Holly ridge. The Trail Zone has a
distinct geochemical signature from all other zones with
elevated nickel, vanadium, zinc, manganese, iron, and
copper.  The Construction Road Zone is anomalously low in
silver compared to the other zones.  For all of the
individual Zones the highest grades of gold have additional
elements associated including tungsten as well as minor
arsenic lead and antimony.  Numerous rock samples from
outcrops, float and rubble have been collected from the
Holly-Trench Ridge Corridor.  A significant number of
samples returned "bonanza-grade" values for gold with very
significant grades of associated silver.  An example
includes trench HOL-R12 where a one metre chip (Holly Ridge)
returned 67.8g/t Au and 1937g/t Ag with weakly anomalous
levels of lead at 35ppm and 61ppm tungsten.  Trench HOL-R02,
a 2.0m chip of quartz vein on Trench Ridge, assayed 17.8g/t
Au and 788g/t Ag with anomalous levels of arsenic at 21ppm,
42ppm lead and 22ppm tungsten.  In addition to float and
outcrop rock sampling exploration has included gridded soil
coverage.  Gold values define a series of parallel zones
along the prominent N-S structural trends.  The Holly
Project was tested by eight diamond drill holes in 2002
discussed under Drilling herein.

Recent prospecting and trenching conducted by Pillar
Resources Inc. at the Banderas vein system have extended the
known strike length of epithermal vein mineralization by 600
m.  A low angle
vein (dipping 40 degrees west), averaging 2-6 m in
thickness, was located and trenched at the north-east end of
the Banderas soil anomaly. Similar banded, high-grade, Au/Ag
quartz veins occur in float and
outcrop elsewhere on the property and trenching will be
conducted in these areas.
Gold and silver assay results from recent trenching are
tabulated below.  Highlights include Trenches 002 and 003
which returned 4.4 m @ 13.1 g/t Au equivalent and 3.5 m @
16.9 g/t Au equivalent respectively.
Initial geological interpretation suggests that at least 2
separate veins have been exposed in the trenches. A map
showing the trench locations has been posted on the Pillar
and Radius websites.
Preliminary petrographic examination of vein material from
Banderas, carried out at the University of British Columbia,
identified mineralogical and textural evidence which suggest
that the Banderas veins are at a relatively high level in
the mineralizing system, with good potential for the
mineralized horizon to extend to deeper levels. In contrast,
the presence of base metal sulphides and the absence of
chalcedonic silica in samples from the Holly prospect,
suggest a greater depth of formation.
  Trench       Channel       Au g/t     Ag g/t    Au
Eq.
  Number       Width (m)
g/t*
  Main Vein Trend
  T002         4.4           12.5
41.2      13.1
  T003         3.5           1.6
1074.8    16.9
  T005         2.1           6.2
8.3       6.3
  T006         Post Mineral
               Cover rocks
  T007         Results
               pending
  T008         6.7           4.3
72.0      5.3
  T009         2.7           4.3
pending   n/a
  T010         Post Mineral
               Cover rocks
  T011         Results
               pending
  Secondary Vein Trend
  T001         0.6           5.8
120.9     7.5
               4.0           2.7
43.0      3.3
               1.1           3.0
430.5     7.3
  T004         No
               significant
               results
*Calculated using a price ratio of 70:1
(Ag:Au)


Drilling

     Gold Fields Joint Venture

Starting in 2001 the Company completed a detailed
surface exploration program on the Tambor Gold Project (now
part of the Gold Fields Joint Venture).  A total of 30
reverse circulation and diamond drill holes were completed
on three zones: Sastre Zone, Bridge Zone, and Lupita Zone.
The first drill holes on the Gold Fields Joint Venture
ground were completed on the Lupita Zone. The Lupita Zone
holes cut mineralized intervals in several holes including
LWRC#1 - 25.9m @
2.09g/t Au, LWRC#2 - 61.0m @ 1.28g/t Au, LWRC#369.8m @
1.00g/t Au, LWRC#4 - 135.6m @ 1.22g/t Au, LWRC#6 18.3m @
1.39g/t Au, and LWRC#7 -         149.3m @ 0.77g/t
Au.

                  Interval      Thickness    Grade Hole
     From (m)            To (m)
(m)  (Au g/t)

     LWRC-1     35.1 108.2        73.1
Phyllite Unit
      (including)35.1 61.0        25.9
2.09

     LWRC-2     38.1144.2 eoh    106.1
Phyllite Unit
                38.1  99.1        61.0
1.28
      (including)38.1 67.1        29.0
1.91

     LWRC-3     35.1156.7 eoh    121.6
Phyllite Unit
                86.9 156.7        69.8
1.00
      (including)96.0112.8        16.8
1.97
               140.2156.7 eoh     16.5
1.42
     LWRC-4     32.0167.6 eoh    135.6
Phyllite Unit
                32.0167.6 eoh    135.6
1.22

The first phase of drilling also tested the Sastre Zone with
eight holes totalling 565 metres.Sig nificant results at the
Sastre Zone include 3.1m @ 1.3g/t Au, 6.1m @ 1.49g/t Au, and
10.6m @ 0.99g/t Au.

                  Interval      Thickness    Grade Hole
From (m)                    To (m)    (m)  (Au
                            g/t)

     1          21.3  27.4         6.1        no
significant
values
     2          33.5  36.6         3.1
1.30
     3          18.3  24.4
6.11.49
     4           9.1  12.2
3.10.45
     5           0.0  10.7        10.7       no
significant
value
                10.7  12.2         1.5       1.30
        6          16.8  27.4        10.6       0.99

A 600 metre length of near- surface gold mineralization
exposed in hand trenches, adits and an excavator trench
along the flanks of Sastre Ridge was tested.  Drilling
returned continuously mineralized gold-bearing intercepts -
three of which were in excess of 100 metres of hydrothermal
quartz with disseminated pyrite and arsenopyrite in
carbonaceous phyllites.

Drilling at the Bridge Zone intersected significant results
including BZRC#1 with 146.3m @ 0.56g/t Au.

Gold Fields has drilled several targets within the Joint
Venture in the last two years. Drilling in 2002  (total 3611
metres) included the Laguna (1593m), JNL (479m), Lupita,
(608m) Lagartija (329m), and TBS Zones (602m).

Five drill holes totalling 498.35m were completed at Laguna
N in early 2002 and an additional five drill holes totalling
555m were completed at Laguna S in 2002  A 2nd phase
drilling successfully extended the zone of known gold
mineralization at Laguna North to the west and down-dip from
previous intercepts in drill holes BVRC-02-001 and BVRC-02-
002.  Drill hole BVRC-02015 encountered strong
mineralization averaging 12.158 g/t Au over an 18.29m
interval within a 45m thick zone of +100 ppb mineralization.
Similar to drill hole BVRC-02-002, the zone of gold
mineralization was associated with sheared quartz veins and
silicified and brecciated greenstones in the hanging wall of
the Footwall fault zone.  Drill hole BVRC-02-017 extended
the zone of gold mineralization a further 50m to the west
with two +1 g/t mineralized intercepts exceeding a combined
16m within a 53m thick zone exceeding 100 ppb Au. Consistent
with projections, drill hole BVRC-02-017 was also successful
in extending the mineralization to the west of the Hanging
Wall Fault which appears to have displaced the mineralized
zone approximately 55 to 60m downward on the west side of
the fault. With drill holes BVRC-02-002, -015 and -017, the
mineralized zone has now been confirmed over a downdip
distance exceeding 200m.

Five drill holes completed in Sept/Oct 2002 at Lupita West
totalling 608.08m.  Drilling at Lupita encountered numerous
zones of low grade mineralization associated with
arsenopyrite/pyrite bearing quartz vein stockworks in
hanging wall to an assumed fault.  Intercepts include:
7.625m @ 1.85g/t
Au, 3.05m @ 1.78g/t Au, 3.05m @ 2.98g/t Au, and 1.52m
@ 1.096g/t
Au.

Drill results from Lagartija indicate only weak gold
mineralization associated with thin, isolated shear zones.

A four-hole reverse circulation drill program was initiated
at the TBS/LTR area on in October 2002 to
verify the mineralization model.

     Marimba Joint Venture
Drilling conducted by Pillar Resources Inc. at Marimba in
the spring of 2003 focused mainly on the north face of the
Cerro T hill, where surface rock and soil sampling has
defined an extensive, strong gold anomaly coincident with
the trace of the Jocotan Fault Zone.
Trenching at Cerro T exposed a gold-bearing, silicified
breccia, at the contact between a thickbedded limestone unit
and a shale stone, that is thought to be fault controlled.
The latest drilling confirmed the existence of the breccia
at the contact between the two units and demonstrates that
it has continuity along strike and down dip.
Three holes have also been completed at the Lantiquin Zone
where surface rock and soil sampling defined a broad area of
weak gold mineralization.  Alteration and mineralization is
associated with northeast trending structures hosted by
phylites and greenstones. Rock sampling in a road cut
returned an average of 300ppb Au over 500m.  The drilling
tested this zone at depth.
A man-portable core rig was used at Marimba to minimize
environmental impacts from the first-pass drill program.
Core recovery ranged from good to excellent.
The drilling has confirmed the continuity of the goldbearing
breccias at Cerro T over an approximate
strike length of 700m. Drill hole intercepts within the gold-
mineralized breccia range from 2.6 g/t Au over 8.3m at the
eastern end of the current drilling to 1.3 g/t Au over 22.9m
on the western end.  Summary results are tabulated below
At  Cerro T, six holes (MDD 006 to 010 and MDD 015) were
drilled over  an area of 200m by 200m to test the grade and
thickness  of the   gold-bearing discovery  breccia
previously   exposed   by trenching.    Holes  MDD  006  to
MDD  009  returned remarkably consistent  gold  grades, and
the weighted average  of  the  four intersections is 1.18
g/t Au over 20.3 metres.
An  additional fence of four holes (MDD 011 to 014) was
drilled 550m  to  the east of the discovery breccia.  Of
these, hole  MDD 013,  at the south end of the fence,
returned an average  of  2.6 g/t Au over 8.3m in mineralized
breccia.  This is interpreted  to be  an  extension of the
mineralization intersected in holes  MDD 006  to
009.   A gold-in-soil geochemical anomaly  suggests the
breccia has a minimum strike length of 1,200m. The
silicified breccia trends roughly 060 degrees, dips
moderately to the north, and is hosted by massive limestones
close to the contact with underlying limey shales.  The
breccia shows evidence of both structurally controlled and
bedding replacement styles of epithermal mineralization.
At  Lantiquin,  1.5km  to the east of Cerro-T, initial
drilling suggests that gold grades are increasing with
depth.  Three holes
(MDD  001, 002 and 005) were drilled along 200m of strike
length of a broad shear zone to test for increasing gold
grades at depth and/or   along strike  within  silicified
structures.   Results indicate  multiple zones of >1 g/t Au
over widths of
up  to  10m, significantly  better grades than those seen in
surface  sampling of  this  same zone. Additional drilling
is planned  to  further test the zone down dip and along
strike.
The  mineralization  at  Lantiquin consists  of quartz-
carbonate stockworks and steeply north dipping, 060 degree
trending silicified
structures exposed in road cuts, within a broad area of
anomalous (300ppb  Au)  limey  shale  and greenstone  wall
rocks.                     These structures  appear
to be the western extension of the same  fault system that
passes through the Cerro T area.

Marimba Drill Hole Results. Average Gold Grade and Intercept
Distance (0.30 g/t Au cut-off)
Hole Number From (m)     To (m)       Interval     Au
(g/t)
                                      (m)
MDD-001     64.0         76.0         12.0
1.17
EOH 135.1m

MDD-002     57.9         68.6         10.7
0.84
EOH 108.2m

MDD-003     EOH 73.2 m   No significant intercepts

MDD-004     77.7         79.3         1.6
2.66
EOH 97.6m
MDD-005     109.7        128.0        18.3
0.78
EOH 156.4m

MDD-006     1.5          24.4         22.9
1.30
EOH 65.5m

MDD-007     0.0          12.0         12.0
1.79
EOH 44.5m

MDD-008     0.0          21.7         21.7
0.97
EOH 50.3m

MDD-009     0.0          30.5         30.5
1.01
EOH 51.5m

MDD-010     30.5         36.6         6.1
0.69
EOH 70.1m

MDD-011     EOH 108.2m   No significant intercepts

MDD-012     EOH 108.2m   No significant intercepts

MDD-013     36.6         44.9         8.3
2.62
EOH 64.0m

MDD-014     EOH 176.8m   No significant intercepts

MDD-015     42.8         53.8         11.0
0.77
EOH 57.6m

MDD-016     21.3         29.0         7.7
0.50
EOH 40.5m

Preliminary metallurgical test work by Acme Analytical
Laboratories in Vancouver, British Columbia indicates that
the mineralized silicified breccia horizon at Cerro T will
be readily amenable to conventional heap leach extraction.
Bottle-roll tests on a 100g composite sample of drill core
from four mineralized intercepts indicate greater than 95%
recovery of gold in 24 hours in 1% cyanide solution.  The
composite sample fire assayed 1.91g/t Au of which 1.90 g/t
Au was recovered during the bottle roll test.  Total sulphur
is 0.1% and sulphide sulphur is 0.05%.  Holes MDD 006 to MDD
009 returned consistent gold grades with a weighted average
of the four intersections of 1.18 g/t Au over 20.3 metres.
A second phase of drilling at Cerro T is planned for late
July 2003.  This program will have two main objectives:
1.   to establish a near surface, heap-leachable gold
resource in
the area of the first phase drilling;
2.   and to expand the known strike length of the
mineralized
blanket to the east.

To date, drilling has tested only 700m of a >2 km long gold-
insoil anomaly.  Further drilling will also take place at
Lantiquin, 1.5 km west of Cerro T, to test the strike and
dip extent of gold mineralization in a broad
quartz/carbonate stockwork zone intersected during drilling
conducted so far.

     Holly Joint Venture

The Company completed seven holes totalling 977.8 metres in
2002.  Highlights of the first phase of drilling include:


All holes were surveyed and gold and silver analysis was
done by Fire Assay/AAS (FA/gravimetric for results greater
than 1g/t Au and 200ppm Ag) by Rocky Mountain Geochemical,
Reno, Nevada.

     Eastern Guatemala Projects

The Eastern Guatemalan Projects are exploration projects and
no drilling has been completed to date.

Sampling Method and Approach

           Gold Fields Joint Venture/Marimba Joint
Venture/
     Holly Joint Venture/Eastern Guatemala Projects

All samples collected to date and referenced in this report
have been collected under the supervision of
qualified persons. Sampling has been carried out using
industry standard practices.

Location for each sample in the database is controlled by
UTM coordinates compiled from a combination of notes,
locations
plotted on government 1:50,000 topographic maps as well as
data from hand-held GPS units commonly carried by sampling
personnel.

Soil samples have been collected using industry standard
practices.  Samples have been manually collected from pits
dug on average 25 centimetres below surface with sample
material placed into kraft paper sample bags.  As with all
rock samples each soil sample has been assigned a unique
number.

Rock sample size is variable depending on the material being
sampled but averages approximately 1.5 kilograms.  Material
is placed in durable plastic bags, assigned a unique sample
number, and sealed for delivery to the lab.

Sample locations are clearly marked in the field often with
both metal tags and more visible flags or paint.  Detailed
descriptions of sample location, nature of material,
representative characteristic of the sample, and lithology,
alteration, and mineralization are noted in the field.

Sample Preparation, Analyses, and Security

           Gold Fields Joint Venture/Marimba Joint
Venture/
     Holly Joint Venture/Eastern Guatemala Projects

Preparation and analyses for all silt, soil, and rock
samples has been completed by independent commercial
laboratories using industry standard fire assay and/or wet
geochemical procedures.
Sample shipments included standards and duplicates as part
of ongoing quality control programs.

Samples have been analysed for gold with most samples also
analysed for various elements by Induced Coupled Plasma
("ICP").

Samples have been collected by Pillar personnel. Samples are
collected into shipments at Pillar's secure facility in
Chiquimula and driven by Pillar personnel to the facilities
of Rocky Mountain Geochemical / BSi Inspectorate
Laboratories ("BSi") in Guatemala City, Guatemala.  BSi is a
subsidiary of Inspectorate America Corporation, which is ISO
9002certified.

Samples are prepared by BSi's staff at their preparation
facility in Guatemala City and pulps are flown to Reno,
Nevada for all analytical work.  Pulps and rejects are
returned to Pillar and stored at their Chiquimula facility.

Stream sediment samples were shipped to BSi's preparation
lab in Guatemala City where a 300 gram split was pulverized
to -200# and shipped to their
Reno, Nevada facility.  In Reno this subsample was assayed
for Au by a 30g fire assay with atomic absorption finish
(30g FA/AA) and for 30 additional elements by aqua regia ICP
analysis.

Soil samples were shipped to BSi's preparation lab in
Guatemala City where they were sieved to -80 mesh and 300g
split was pulverized to -200 mesh, and shipped to their Reno
facility.  In Reno this subsample was assayed for Au by a
30g FA/AA and for 30 additional elements by aqua regia ICP
analysis.

Rock samples were delivered to BSi's preparation lab in
Guatemala City where they were crushed to -10 mesh and a
300g sub-sample was pulverized to -200 mesh and shipped to
their Reno facility.  In Reno this sub-sample was assayed
for Au by a 30g FA/AA and for 30 additional elements by aqua
regia ICP analysis. All rock samples returning >1.0 g/t Au
were subsequently reassayed by 30g fire assay (FA) with
gravimetric finish.

Mineral Processing and Metallurgical Testing

           Gold Fields Joint Venture/Marimba Joint
Venture/
     Holly Joint Venture/Eastern Guatemala Projects

The Radius Guatemalan Properties are explorationstage
projects and no significant metallurgical studies have been
completed to date.  One preliminary sample from the
Guaypinol area of the Gold Fields Joint Venture returned low
recoveries for the cyanidization of arsenopyrite rich
material.

Preliminary metallurgical test work done on the Marimba
Project
indicates that the mineralized silicified
breccia horizon at Cerro T will be readily
amenable to conventional heap leach extraction.

Mineral Resource and Mineral Reserve Estimates

           Gold Fields Joint Venture/Marimba Joint
Venture/
     Holly Joint Venture/Eastern Guatemala Projects

No Resource or Reserve has been defined within the Radius
Guatemalan Properties.  All the known zones are open,
however, drilling, metallurgical data, and engineering
studies will be required before any economic mineralization
can be defined.

2.   MINERAL LAW IN GUATEMALA

Minerals in Guatemala are the property of the State of
Guatemala. The Ministry of Energy and Mines (the "Ministry")
is the body the state has commissioned to coordinate the
policies, plans and programs of the government for the
mining sector.  The State governs the exploration and
exploitation of minerals by the Law Decree number 48-97
commonly known as The Mining Law.

Any individual, person or corporation, national or
foreign, may be the holder of mineral rights and may be an
applicant for the same provided they comply with the
requirements of the mining law.  This law regulates a set of
reconnaissance, exploration and exploitation licenses that
are granted by the Ministry to applicants.  Applications are
made to the Ministry and mineral rights are obtained on a
first come basis and the applicant that holds an exploration
or reconnaissance license has full priority to obtain the
mining rights to all ground within that license provided
they comply with the mining law.
A reconnaissance license is granted for a six-month
term, which may be extended, for a further six months.  The
area of a license will form a polygon not less than five
hundred square kilometers and not greater than three
thousand square kilometers.

An exploration license is granted for a term of three years
and may be extended for up to two additional terms of two
years each, having to reduce the titled area by fifty
percent with each extension.  The area of a license will
constitute a closed polygon that will not be greater than
100 square kilometers.

An  exploitation  license is granted for a  term  of twenty-
five years  and  may be extended for a further twenty five
years.   An exploitation  license  grants to the
titleholder  the  exclusive right  to  mine any mineral
deposits located within the  licenses territorial limits and
to unlimited depth for the period  of  the license.  The
area of an exploitation license will form a  closed polygon
that will not be greater than twenty square kilometers.

           Relevant Import and Export Regulations

Exporting  Mining Products.  Mining products destined for
export must originate from licenses of exploitation.

Exporters  who  are not titleholders of licenses of
exploitation, will  request  the  credentials of export,
complying  with  the applicable  portions
of the law and be granted  without  further process for  the
term of one year and renewable each  year upon request.
The  following  documents  will  be attached  to  the
request:

     a)   Letter from the mineral provider who will be a
titleholder
        of a License of Exploitation, which shows the
commitment to
        supply, said products.
  b)   Quantities to export estimated in volume or weight.
     c)   Country to which the mining products will be
exported.

Import Tax.    The titleholder of a mining right, may import
free from  tariff  and  import  duties, machinery,
equipment,  parts, accessories, materials and explosives,
that will be used  in  its mining operations.

Exoneration Procedure.   The request for an
exoneration  referred to
in  the  following paragraph  will  be  presented  to
the
Directorate and, with its opinion be resolved by the
Ministry  of Finance within a term not to exceed forty five
days.

Exonerated  Taxes.   The beneficiary of an exoneration  will
pay the exonerated rates and import duties when using or
disposing of the imported  goods  for ends other than  those
of  its mining operations, except when the acquirer is the
State or other person in possession of exoneration benefits.

Export  Credential  For Exporters.   For the titleholders
of  an exploitation license granted according to Decree 48-
97, with base in  resolution of  mining right granting, the
Directorate  will issue an export credential for the same
term of license granted.

Titleholders  of  reconnaissance  and  exploration licenses
can request   export   credential  for
mining  products   that
are technically necessary, and for that they must comply
with clauses a), b), c), k), and l) of Article 41 of the
Law, and must include the  name  of  products  to export,
and  the  name  of  firm  or laboratory  to which a sample
will be sent.  In the reports  that it is  obligated to
submit, it must include the name, weight  or volume of
exported mining products.

Titleholders of exploration mining rights existing
previously  to this  Law  can request to the Directorate the
export  credential, according to what is established in the
first paragraph  of  this article.

The  Directorate with basis in the authorization resolution
will issue the corresponding export credential, giving
notification to the General Directorate of Customs.

Export  Credential For Non Titleholders. Exporters that  are
not titleholders   of   exploitation licenses   must
comply   with requirements established in Article 85 of the
Law, including  in its  request  the  name of mining
products to export. They  are obligated  to present a report
of exported products,  within  the next  thirty (30) days
after expiration of the export credential, according with
the printed form that will be delivered  with  the
credential.

Identification Of Export Credentials.   For control
purposes, all credentials issued by the Directorate must be
numbered  according with  the  correlative system, placing
in  front  the  following abbreviations and definitions:

     a)   For export credential issued to
exploitation titleholders:
          EXPOR-TI
     b)   For  export  credential  issued to
               reconnaissance  and exploration
          titleholders: EXPOR-TIM.
c)   For export credential issued to non titleholders
                             of
mining
          rights: EXPORT-NTI.
Loss  Of Export Credential.    In case of loss or
destruction  of an  export   credential,  the interested
party   can   request
reposition,  presenting  a  notarial  sworn declaration  to
the Directorate and constancy of the General Directorate  of
Customs that  no  exports have been made using this
credential, from  the date of  lost.  The new credential
must carry in  the
back  the reason for its reposition.

Mining  Data Bank.   The Directorate will order timely
visits  to the  different  customs of the country to
collect  data  through export  policies, in order to
actualize the mining data bank  and to keep a registry of
mining products exporters.

Unforeseen Cases.   The cases unforeseen in this Regulation
will be  solved by the Ministry or the Directorate,
according  to  the case,  in  conformity with principles of
the Law of the Juridical Branch of the Government and common
order laws.

Requests In Proceeding.  The requests that are in proceeding
must comply  immediately with the dispositions of the
Regulation  and will be solved according with it.



ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Overview

The Company's financial statements are stated in Canadian
Dollars (CDN$) and are prepared in accordance with Canadian
Generally Accepted Accounting Principles (GAAP), the
application of which, in the case of the Company, conforms
in all material respects for the periods presented with
United States GAAP except as noted in footnotes to the
financial statements.  The value of the U.S. Dollar in
relationship to the Canadian Dollar was 1.58 as of December
31, 2002.

The Company has, since incorporation, financed its
activities through the distribution of equity capital.  The
timing of such distributions was dependent on the
requirements of the Company and the economic climate.  The
Company anticipates having to raise additional funds by
equity issuance in the future, as the Company does not
expect to generate material revenue from mining operations
or to achieve self-sustaining commercial mining operations.

Financings conducted by the Company over the past
three fiscal years are described in the following
paragraphs.

The Company closed a non-brokered private placement in June
2000 and raised $1,501,200 through the issuance of 1,876,500
units at a price of $0.80 per unit.  Each unit consisted of
one common share and one share purchase warrant exercisable
at $0.80 for one year from the date of issue.  In addition,
the Company received $325,000 through the exercise of share
purchase warrants.

The Company also closed in June 2000 the financing and
option
agreement with Barrick Gold Corporation covering the El
Salitre gold prospect in central Mexico, whereby Barrick
Gold Corporation purchased 400,000 units of the Company at a
price of $1.25 per unit for initial proceeds of $500,000.
Each unit consists of one common share of the Company and
two share purchase warrants, one exercisable at $1.50 and
one exercisable at $2.50 for six and twelve months,
respectively.

The Company closed a non-brokered private placement in
February 2001 and raised $824,000 through the issuance of
1,373,334 units at a price of $0.60 per unit.  Each unit
consists of one common share and one share purchase warrant
exercisable at $0.74 for two years from the date of issue.

The Company closed two non-brokered private placement in
June and July 2001, respectively, and raised $4,055,187
through the issuance of 3,904,762 units at a price of $1.05
per unit.  Each unit consists of one common share and one
share purchase warrant exercisable at $1.25 for two years
from the date of issue.

Liquidity and Capital Resources

The Company's primary source of funds since incorporation
has been through the issue of its common shares and the
exercise of common stock options and common share purchase
warrants.  The Company has no revenue from mining to date
and does not anticipate mining revenues in the foreseeable
future.

The Company does not know of any trends, demands,
commitments, events or uncertainties that will result in, or
that are reasonably likely to result in, the Company's
liquidity either materially increasing or decreasing at
present or in the foreseeable future. Material increases or
decreases in the Company's liquidity are substantially
determined by the success or failure of the Company's
exploration programs or the future acquisition of projects.

See Item 4, Description of Properties, for details of the
Company's capital commitments pertaining to its properties
located in Guatemala.

The Company's cash and short term deposits at the end of
Fiscal 2001 (December 31st) was $2,620,116 and $546,580 at
the end of Fiscal 2000.

The balance of the Company's cash needs through Fiscal 2001
are expected to come from the proceeds of recent private
placements, the exercise of stock options and share purchase
warrants and future equity financings.  These details are
more fully discussed above.

Significant Uncertainties

The Company plans to invest substantial funds in developing
mining properties in Central America. These projects are
subject to substantial financing needs, and economic
uncertainties, as well as foreign country risk.  There is no
assurance that the Company can raise the additional funds
necessary to complete the exploration work and, if
warranted, to bring the properties into production.  There
is also no assurance that the properties will prove to be
profitable if they are brought into production.

The Company's long-term liquidity will be dependent upon its
ability to raise funds to meet its obligations under its
property agreements.  While the Company has met the required
exploration expenditures to date, it has no source of
operating cash flow to fund future exploration.  The Company
plans to meet anticipated financing needs in connection with
its obligation under the option agreement through
underwritings and private placements and the exercise of
share purchase warrants.

Potential financing arrangements are subject to material
risks. While the Company may raise funds through further
equity offerings or an assignment of all or a portion of its
property interests, there is no assurance that such funds
will be available. Further, equity financings also pose
material risks to investors as such financings may result in
substantial dilution to purchasers.

Results of Operations

The Company is in the business of acquiring and exploring
mineral properties with the aim of developing them to a
stage where they can be exploited at a profit.  At that
stage, the Company's operations would, to some extent be
dependent on the world market prices of any minerals mined.
The Company does not have producing properties and current
operations on its properties are exploratory searches for
minable deposits.

Fiscal Years Ended December 31, 2002 and 2001

During Fiscal 2002, the Company was active in the area of
exploration for minerals.  The activities of the Company can
be seen as decreasing during the current year as a large
amount of exploration work was done on the Company's
properties by its joint venture partners.

The Company's "Expenses" totaled $614,290 during Fiscal
2002. During Fiscal 2002, the Company wrote off $114,895 in
mineral properties and deferred exploration costs.  The
Company realized $32,689 in
interest income during Fiscal 2002.  During Fiscal 2002,
total expenses decreased by $514,311, with decreases in most
all categories due to the decreased exploration activities
of the Company.
The net loss for Fiscal 2002 was ($642,626) ($0.04 per
share) compared to a net loss of ($1,105,740) ($0.07 per
share) for Fiscal 2001.  The increase in the loss figures
was a result of the increased activity described above.
Under U.S. GAAP, the net loss was ($2,384,167) ($0.14 per
share) for Fiscal 2002 and ($4,419,112) ($0.31 per share)
for Fiscal 2001.
The Company is presently exploring its properties for
sufficient reserves to justify production.  None of its
properties are yet in production and consequently, the
properties do not produce any revenue.  As a result there is
little variation expected in future operating results from
year to year and little is to be expected until such time,
if any, as a production decision is made on one of its
properties.
The Company derives interest income on its bank deposits,
which depend on the Company's ability to raise funds.
Management periodically, reviews the exploration results
both internally and externally through mining related
professionals. Decisions to abandon, reduce or expand
exploration efforts is based upon many factors including
general and specific assessments of mineral deposits, the
likelihood of increasing or decreasing those deposits, land
costs, estimates of future mineral prices, potential
extraction methods and costs, the
likelihood of positive or negative changes to the
environment, permitting, taxation, labor and capital costs.
There cannot be a pre-determined hold period for any
property as geological or economic circumstances render each
property unique.
US GAAP Reconciliation with Canadian GAAP
Under U.S. GAAP, the Company would be required to write down
or write off capitalized amounts when a property is not
economically supportable for all financial statements issued
subsequent to December 31, 1995.  This method may require
the Company to write down its mineral properties in
subsequent periods. The effect of this write down that may
be required from generally accepted accounting principles
applicable to subsequent periods has been determined.
ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES Table
No. 4 lists as of May 31, 2003, the names of the Directors
of the Company.  The Directors have served in their
respective capacities since their election and will serve
until the next Annual General Meeting or until a successor
is duly elected, unless the office is vacated in accordance
with the Articles/By-Laws of the Company.
                           Table No. 4
                            Directors
Date First
          Name
Elected

          Harmen J. Keyser
September, 1997
          Simon T. Ridgway (1)
September, 1997
          Robert S. Wasylyshyn
April, 1999
          Mario Szotlender (1)
December, 1999
          David P. Farrell (1)
June, 2001
          Craig S. Bow
July, 2001
          Nicholas Glass
January, 2003

        (1)   Members  of  the  Audit  Committee  of
the  Board  of Directors.

Table No. 5 lists as of May 31, 2003, the names of the
Executive Officers of the Company.  The Executive Officers
are appointed by the Directors and serve until the earlier
of their resignation or removal with or without cause by the
Directors.

                           Table No. 5
                     Executive Officers

Name               Title                    Date
First Affiliated

Simon T. Ridgway   President                August, 1999
Tim Osler          Secretary                July,
1998

Simon T. Ridgway spends 80% of his time on the affairs of
the Company.  Tim Osler spends 70% of his time on the
affairs of the Company.  To the best knowledge of the
Company none of the directors or officers serve on boards
of, or occupy positions in, other companies that cause
conflicts of interest or impede the fulfillment of their
duties with the Company.

Tim Osler received his B.Sc. degree from the University of
British Columbia in 1976.  Mr. Osler is also an Officer of
Pillar Resources Inc. and a Director of Mena Resources Inc.
and Focus Ventures Ltd.

Harmen Keyser is a Fellow, Geological Association of Canada,
is Registered with the Association of Professional
Engineers, Geologists and Geophysicists of the Northwest
Territories (P. Geo.) and received his B.Sc. from Saint
Mary's University in 1981.  Mr. Keyser is also a Director
and Officer of Pillar Resources Inc.

Robert Wasylyshyn holds a Bachelor of Science Degree from
the University of Alberta and holds the designation of
"P.Geo." (Professional Geologist) in the province of British
Columbia.

Mario Szotlender holds a degree in International Relations
and Trade Policy from the Universidad Central de Venezuela.
He is a resident of Venezuela who specializes in
international relations and finance.  Mr. Szotlender is also
a Director of Pillar Resources Inc.; the President and a
Director of Mena Resources Inc; and, the President and a
Director of Focus Ventures Ltd.

Simon Ridgway holds no formal college degree, but has been
involved in the mining industry for the past fifteen years.
Mr. Ridgway is also the President and a Director of Pillar
Resources Inc.; a Director of Focus Ventures Ltd.; and, a
Director of Southern Rio Resources Ltd.

David Farrell is a director of Endeavour Financial (UK),
part of the Endeavour Financial Group, a private banking
firm that provides financial advisory services to global
mining clients. He is responsible for sourcing, structuring
and managing financial advisory mandates in Europe and
Africa, with a particular focus on mergers and acquisitions.
Prior to joining Endeavour, he was a solicitor for a major
Canadian law firm, specializing in M&A, project finance and
corporate law.

Craig Bow is a geologist and has been involved in the
mineral exploration industry for 20 years.  He worked
extensively in South America, acting as Exploration Manager,
South America for Newcrest Resources Ltd., prior to taking
his present position as Area Manager, North America for Gold
Fields Exploration Inc., a subsidiary of Gold Fields of
South Africa.

Nicholas Glass is a member of the Bar in British Columbia,
England and Wales, and currently practises as a mediator and
arbitrator in labour relations disputes and civil claims.
He has been on the boards of two other public companies, and
is also a director and officer of two private investment
companies, with real estate and securities holdings in
Canada, the U.S. and the U.K.

No Director and/or Executive Officer has been the subject of
any order, judgment, or decree of any governmental agency or
administrator or of any court of competent jurisdiction,
revoking or suspending for cause any license, permit or
other authority of such person or of any corporation of
which he/she is a Director and/or Executive Officer, to
engage in the securities business or in the sale of a
particular security or temporarily or permanently
restraining or enjoining any such person or any corporation
of which he /she is an officer or director from engaging in
or continuing any conduct, practice, or employment in
connection with the purchase or sale of securities, or
convicting such person of any felony or misdemeanor
involving a security or any aspect of the securities
business or of theft or of any felony.

There are no family relationships between any two or more
Directors or Executive Officers.  There are no material
arrangements or understandings between any two or
more Directors or Executive Officers.
The directors of the Company also serve as officers and
directors of other companies engaged in the mining industry.
Because of these positions with other exploration companies,
mineral exploration opportunities or prospects of which they
become aware will not necessarily be made available to the
Company.  The directors intend, however, to allocate these
opportunities or prospects from time to time amongst various
companies in which they are involved on the basis of prudent
business judgment and the relative financial abilities and
needs of the companies to participate.
Compensation
The Executive Officers and Directors of the Company received
compensation in the amounts shown in the following table
during Fiscal 2002:
                         Table Number 6
           Compensation of Officers and Directors

Name                 Title           Compensation Other
Comp.

Simon Ridgway (1) President            $96,000
Nil Robert Wasylsyhyn (2)                   Vice President,
Exploration       $81,875              Nil
Tim Olser         Secretary            $17,323
Nil

(1)  This amount was paid to Mill Street Services Ltd., a
     private company owned by the Ridgway Family Trust, of
     which Simon Ridgway is the Trustee.
(2)  Robert Wasylsyhyn resigned as Vice-President,
     Exploration on November 29,   2002.
The Company has no formal plan or standard arrangements for
compensating its Directors for their service in their
capacity as Directors other than the granting of stock
options; refer to Item 12 "Options to Purchase Securities
From Registrant or Subsidiaries".

The Company also may grant stock options to Executive
Officers and employees; refer to Item 12 "Options to
Purchase Securities From Registrant or Subsidiaries".

Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in
connection with attendance at meetings of the Board of
Directors.  The Board of Directors may award special
remuneration to any Director undertaking any special
services on behalf of the Company other than services
ordinarily required of a Director.  All business and travel
expenses must be pre-approved.  The president of the Company
determines whether expense requests are reasonable.

No funds were set aside or accrued by the Company during
Fiscal 2001 to provide pension, retirement or similar
benefits for Executive Officers or Directors.

The Company has no plans or arrangements in respect of
remuneration received or that may be received by Executive
Officers of the Company in Fiscal 2002 to compensate such
officers in the event of termination
of employment (as a result of resignation, retirement or
change of control) or a change of responsibilities following
a change of control, where the value of such compensation
exceeds US$60,000 per Executive Officer.
No Executive Officer or Director received other compensation
in excess of the lesser of US$25,000 or 10% of such
officer's cash compensation, and all Executive Officers and
Directors as a group did not receive other compensation
which exceeded US$25,000 times the number of persons in the
group or 10% of the compensation.
Except for the stock option program discussed in Item 12,
the Company has no material bonus or profit sharing plans
pursuant to which cash or non-cash compensation is or may be
paid to the Company's Executive Officers or Directors.
It is anticipated that salaries and executive options
compensation will be increased to more closely reflect
industry standards if the Company is successful at
establishing economic mineral reserves on one or more of its
properties which results in operating revenues or a
significant level of financing being required.
Staffing
As of May 31, 2003, the Company had two full time and four
parttime employees in Canada and 11 full time and 15 part
time employees in Guatemala, in addition to its seven
directors (of which one is an officer of the Company).  None
of the Company's employees are covered by a collective
bargaining agreement.
Share Ownership
The Registrant is a publicly-owned Canadian corporation, the
shares of which are owned by Canadian residents, US
residents, and residents of other countries.  The Registrant
is not controlled directly or indirectly by another
corporation or any foreign government.
Table No. 7 lists, as of May 31, 2003, Directors and
Executive Officers who beneficially own the Registrant's
voting securities and the amount of the Registrant's voting
securities owned by the Directors and Executive Officers as
a group.
                           Table No. 7
             Shareholdings of Directors and
Officers

Title                            Amount and
Nature   Percent
of                               Beneficial
of
Class   Name of Beneficial Owner Ownership
Class *

Common  Simon T. Ridgway (1)        3,588,200        13.1%
Common  Robert S. Wasylyshyn (2)      549,000         2.1%
Common  Harmen J. Keyser (3)          238,000         0.9%
Common  Tim Osler (4)                 660,350         2.5%
Common  Mario Szotlender (5)        2,060,500         7.8%
Common  David P. Farrell (6)           80,000         0.3%
Common  Craig S. Bow (7)              100,000         0.4%
Common  Nicholas Glass (8)            100,000         0.4%
        Total Directors/Officers    7,376,050        25.4%
          * Based on 25,701,730 shares of common
          stock outstanding as of May 31, 2003; including
          "Performance Escrow Shares", the resale of
   which is regulated by the TSX Venture Exchange; and
          currently
          exercisable stock options and share purchase
          warrants owned by each beneficial holder.

(1)  320,000 of these shares represent currently exercisable
     stock options; 1,434,800 of these shares represent
     currently exercisable share purchase warrants; and
     350,000 of these shares are escrow shares which are
     releasable subject to the terms of the Escrow Agreement
     dated April 15, 1997. 1,093,400 of the free trading
     shares and 1,084,800 of the warrants are held by Mill
     Street Services Ltd., a private company owned by the
     Ridgway Family Trust, of which Simon Ridgway is the
     Trustee.
(2)  40,000 of these shares represent currently exercisable
     stock options; 50,000 of these shares represent
     currently exercisable share purchase warrants; and
     275,000 of these shares are escrow shares which are
     releasable subject to the terms of the Escrow Agreement
     dated April 15, 1997.
(3)  40,000 of these shares represent currently exercisable
     stock options; 50,000 of these shares represent
     currently exercisable share purchase warrants; and,
     50,000 of these shares are escrow shares which are
     releasable subject to the terms of the Escrow Agreement
     dated April 15, 1997.
(4)  55,000 of these shares represent currently exercisable
     stock options; 295,000 of these shares represent
     currently exercisable share purchase warrants; and
     25,000 of these shares are escrow shares which are
     releasable subject to the terms of the Escrow Agreement
     dated April 15, 1997.
(5)  300,000 of these shares represent currently exercisable
     stock options; 435,000 of these shares represent
     currently exercisable share purchase warrants; and
     50,000 of these
shares
     are escrow shares which are releasable subject to the
terms of
         the Escrow Agreement dated April 15, 1997.
(6)  These 80,000 shares represent currently exercisable
     stock options.
(7)  These 100,000 shares represent currently exercisable
stock options.
(8)  These 100,000 shares represent currently exercisable
stock options.


ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
The Registrant is a publicly-owned corporation, the shares
of which are owned by Canadian residents, US residents, and
residents of other countries.  The Registrant is not
controlled directly or indirectly by another corporation or
any foreign government.
Table No. 8 lists, as of May 31, 2003, persons and/or
companies holding 10% or more beneficial interest in the
Registrant's outstanding common stock.
                           Table No. 8
                 10% or Greater Shareholders

Title                               Amount and
Nature  Percent
Of      Name and Address            of Beneficial
of
Class   of Owner                    Ownership
Class *

Common   Simon  Ridgway, Vancouver, BC (1)
3,588,200 13.1%
*  Based on 25,701,730 shares issued and outstanding
                      as of May
       31, 2003, including 750,000 "Performance Escrow
  Shares" the resale of which is governed by the TSX Venture
  Exchange and each individual's share purchase options,
  escrow shares and share purchase warrants.

(1)  320,000 of these shares represent currently exercisable
     stock options; 1,434,800 of these shares represent
     currently exercisable share purchase warrants; and
     350,000 of these shares are escrow shares which are
     releasable subject to the terms of the Escrow Agreement
     dated April 15, 1997. 1,093,400 of the free trading
     shares and 1,084,800 of the warrants are held by Mill
     Street Services Ltd., a private company owned by the
     Ridgway Family Trust, of which Simon Ridgway is the
     Trustee.

Interest of Management in Certain Transactions

None of the persons who were Directors or Officers of the
Company, nor insiders of the Company, associates or
affiliates of those persons has had any direct or indirect
material interest in any material transactions since
incorporation of the Company, or presently proposed material
transactions except as outlined below.

The Company has entered into an agreement with Mill Street
Services Ltd. ("Mill Street") for the management and
consulting services of Simon Ridgway, the President of the
Company, at a rate of $8,000 per month.  Mill Street is a
private company owned by the Ridgway Family Trust, of which
Simon Ridgway is the Trustee.

During Fiscal 2002, ended December 31, 2002, the
Company paid management fees of $30,000 to Mill Street
(Simon Ridgway, the President of the Company); geological
consulting services of $66,000 to Mill Street and $61,875 to
Robert Wasylyshyn (Vice President, Exploration and a
Director of the Company).  The Company also paid an
additional $20,000 to Robert Wasylyshyn and $17,323 to Tim
Osler (the Secretary and a Director of the Company) for
administrative services.
Management believes that the terms of each of the above
transactions were as favourable as those that could have
been obtained from an unaffiliated party.


ITEM 8.  FINANCIAL INFORMATION

The financial statements as required under Item 17 are
attached hereto and found immediately following the text of
this Registration Statement.  The Auditors' Report of
DAVIDSON AND COMPANY, independent Chartered Accountants, for
the audited financial statements is included herein
immediately preceding the audited financial statements.


ITEM 9.  OFFER AND LISTING OF SECURITIES

The Company has 100,000,000 common shares authorized. These
shares have no par value.  As of December 31, 2002, the end
of the Company's most recent fiscal year, there were
22,705,896 common shares outstanding.  As of May 31, 2003,
there were 25,701,730 common shares outstanding.

Trading Market

The Company's common shares trade on the TSX Venture
Exchange ("TSX") in Vancouver, British Columbia, Canada,
having the trading symbol "RDU" and CUSIP #749957 10 6.

Table No. 9 lists the high and low sales prices for the
Company's
common shares on the TSX Venture Exchange over
the past five fiscal years.
                           Table No. 9
  Vancouver Stock Exchange / TSX Venture Exchange Stock
                   Trading
                          Activity


                           Period
                         Ended         High           Low
                      May 2003        $1.34         $0.96
                    April 2003        $1.23         $0.84
                    March 2003        $1.37         $1.03
                 February 2003        $1.65         $0.91
                  January 2003        $1.08         $0.63

        Quarter ended Dec. 31,        $0.64         $0.22
                    2002
           Quarter ended Sept.        $0.59         $0.33
                  30, 2002
        Quarter ended June 30,        $0.65         $0.36
                    2002
           Quarter ended March        $0.48         $0.30
                  31, 2002
        Quarter ended Dec. 31,        $0.40         $0.20
                    2001
        Quarter ended Oct. 31,        $1.19         $0.22
                    2001
        Quarter ended June 30,        $1.23         $0.84
                    2001
           Quarter ended March        $1.29         $0.60
                  31, 2001

           Year ended Dec. 31,        $1.65         $0.63
                    2002
           Year ended Dec. 31,        $1.29         $0.20
                    2001
           Year ended Dec. 31,        $1.00         $0.48
                    2000
           Year ended Dec. 31,        $0.75         $0.33
                    1999

Price Fluctuations, Share Price Volatility

In recent years, securities markets in Canada have
experienced a high level of price and volume
volatility, and the market price of many resource companies,
particularly those considered speculative exploration
companies, have experienced wide fluctuations in price which
have not necessarily been related to operating performance
or underlying asset values on prospects of such companies.
In particular, the Company's shares fluctuated from a low of
$0.48 to a high of $1.00 during Fiscal 2000, from a low of
$0.20 to a high of $1.29 during Fiscal 2001, and from a low
of $0.63 to a high of $1.65 during Fiscal           2002.
Exploration for minerals is
considered high risk and highly speculative and the trading
market for mineral exploration companies is
characteristically volatile, with wide fluctuation of price
and volume only in part related to progress of exploration.
There can be no assurance that continual fluctuations in the
Company's share price and volume will not occur.

The Company's common shares are issued in registered form
and the following information is from the Company's
registrar and transfer agent, Pacific Corporate Trust
Company, located in
Vancouver, British Columbia, Canada.

On May 13, 2003, the shareholders' list for the Company's
common stock showed 42 registered shareholders and
25,104,230 shares outstanding.  24 of the Company's
registered shareholders are U.S. residents.  The Company has
done nothing to stimulate interest in or promote its stock
in the United States.

The Company has researched the indirect holdings by
depositories and other financial institutions and believes
it has in excess of 800 shareholders of its common stock.

The Company is unaware of any active market in the United
States for its common shares.  The Company's common shares
are not registered to trade in the
United States in the form of American Depository Receipts
(ADR's) or similar certificates.

The Company has not declared any dividends since
incorporation and does not anticipate that it will do so in
the foreseeable future.  The present policy of the Company
is to retain future earnings for use in its operations and
the expansion of its business.

To date, the Company's common stock has not traded within
the United States on a U.S. exchange or overthe-counter
system.  Any shares which may have been previously purchased
by U.S. residents would probably have been purchased through
the facilities of the TSX Venture Exchange.

TSX Venture Exchange

The TSX Ventures Exchange ("TSX") (formerly called the
Canadian Venture Exchange) is a result of the merger between
the Vancouver Stock Exchange and the Alberta Stock Exchange
which took place on November 29, 1999.

The initial roster of the TSX was made up of venture
companies previously listed on the Vancouver Stock Exchange
or the Alberta Stock Exchange.  The TSX is a venture market
as compared to the Toronto Stock Exchange which is Canada's
senior market and the Montreal Exchange which is Canada's
market for derivatives products.

The TSX Group, consisting of the Toronto Stock Exchange
("TSE"), TSX and TSX Markets, is headquartered in Toronto
and has regional service centres in Calgary, Toronto,
Vancouver and Winnipeg. The TSX is a self-regulating
organization owned and operated by 60 member firms.  It is
governed by representatives of member firms and the public.

Organizationally, the TSX is comprised of seven business
areas: Corporate Finance Services, Trading Services and
Market Information Services, Compliance, Marketing,
Technology, Corporate Affairs and Human Resources.

The TSX acts as a business link between TSX members, listed
companies and investors.  TSX policies and procedures are
designed to accommodate companies still in their formative
stages and recognize those that are more established.
Listings are predominately small and medium sized companies.

Investors in Canada are protected by the Canadian Investor
Protection Fund ("CIPF").  The CIPF is a private trust fund
established to protect customers in the event of the
insolvency of a member of any of the following Self-
Regulatory Organizations: the TSX Venture Exchange, the
Montreal Exchange,
the Toronto Stock Exchange, the TSX Markets, and the
Investment Dealers Association of Canada.
Market Regulation Services Inc. ("RS") is jointly owned by
TSX Group and the Investment Dealers Association of Canada.
RS's mandate is to foster investor confidence in the
Canadian securities market and to safeguard investor
protection through the
administration, interpretation and enforcement of a common
set of trading rules consistently in all markets in Canada.
RS is recognized as a selfregulatory organization in the
provinces of Alberta, British Columbia, Manitoba, Ontario
and Quebec and is authorized to carry on the business of a
regulation services provider.  As a regulation services
provider, RS provides independent regulation services to
marketplaces (existing exchanges, quotation and trade
reporting systems (QTRSs) and alternative trading systems
(ATSs) and their participants in Canada that contract with
RS for the provision of such services. It is also
responsible for monitoring and reviewing listed company
activities and detecting breaches of the listing policies or
the listing agreement.  Market surveillance and listed
company surveillance activities are closely coordinated.
Enforcement action taken by RS may include the following:
     a.   forcing companies to correct misleading or
        inaccurate disclosure which includes new releases or
        internet
postings:
     b.   requiring the resignation of unacceptable
        directors and officers;
     c.   requiring cancellation and return shares to
     treasury; d.   requiring undertakings from directors
     and officers that
they
           will ensure compliance with the listing
agreement and listings
        policies in the future;
   e.   requiring the termination of unacceptable
                          investor
relations
        services;
f.   halting and suspending trading in the shares of
companies;
        and,
     g.   delisting companies that have contravened exchange
bylaws,
        rules or policies.

Warrants Outstanding

As of May 31, 2003 the Company has share purchase warrants
outstanding pursuant to which up to an additional 4,805,596
common shares of the Company may be issued as follows:

(a)  Warrants to purchase 205,000 shares at a price of $1.25
     per share expiring June 7, 2003.
(b)  Warrants to purchase 900,000 shares at a price of $1.25
     per share expiring June 14, 2003.
(c)  Warrants to purchase 1,904,762 shares at a price of
     $1.25 per share expiring July 16, 2003.
(d)  Warrants  to purchase 4,694,800 shares at a price  of
     $0.25 per share expiring December 19, 2004.

Debt Securities to be Registered.  Not applicable American
Depository Receipts.  Not
applicable
Other Securities to be Registered.  Not
applicable.

Legal Proceedings
The Company knows of no material, active or pending, legal
proceedings against it; nor is the Company involved as a
plaintiff in any material proceeding or pending litigation.
The Company knows of no active or pending proceedings
against anyone that might materially adversely affect an
interest of the Company.


ITEM 10.  ADDITIONAL INFORMATION

Stock Options

Incentive Stock Options to purchase securities from the
Company have been granted to Directors and employees of the
Company on terms and conditions acceptable to the regulatory
authorities in Canada. The Company has no formal written
stock option plan.

Under the stock option program, incentive stock options for
up to 10% of the number of issued and outstanding shares of
common stock may be granted from time to time, provided that
incentive stock options in favor of any one individual may
not exceed 5% of the issued and outstanding shares of common
stock.  No incentive stock option granted under the stock
option program is transferable by the optionee other than by
will or the laws of descent and distribution, and each
incentive stock option is exercisable during the lifetime of
the optionee only by such optionee.

The exercise price of all incentive stock options granted
under the stock option program must be at least equal to the
fair market value of such shares of common stock on the date
of grant, and the maximum term of each incentive stock
option may not exceed five years.

The exercise prices for incentive stock options were
determined in accordance with stock exchange guidelines and
reflect the closing price of the Company's common stock on
the TSX Venture Exchange immediately preceding the day on
which the Directors granted.

The names and titles of the Directors and Executive Officers
of the Company to whom outstanding stock options have been
granted and the number of common shares subject to such
options are set forth in Table No. 10 as of May 31, 2003, as
well as the number of options granted to Directors and all
employees as a group.
The exercise price of the options is stated in Canadian
Dollars.

                          Table No. 10
                  Stock Options Outstanding

                               Number of     Exer.
Expiration
Name          Title            Common Shares Price
Date

Simon  T.  Ridgway    Director, President
320,000    $0.68
01/07/08
Robert  Wasylyshyn              Director
40,000      $1.00
07/10/06
Harmen Keyser Director          40,000       $0.99
01/27/08
Tim Osler     Secretary         15,000
$0.65 10/31/04
                                10,000
$0.60 11/15/05
                                30,000
$0.68 01/07/08
Mario   Szotlender               Director
40,000     $0.65
12/12/04
                               140,000       $1.00
07/10/06
                               120,000       $0.68
01/07/08
David Farrell Director          80,000
$0.94 01/27/08
Craig Bow     Director         100,000
$0.90 01/15/08
Nicholas  Glass                 Director
100,000     $0.90
01/15/08

Employees/Consultants          172,000       $0.65
10/31/04
                               144,000       $0.60
11/15/05
                                54,000       $0.68
01/11/06
                               125,000       $0.85
01/24/06
                                40,000       $1.00
07/10/06
                               470,000       $0.68
01/07/08
                               150,000       $0.99
01/27/08
                                10,000       $1.01
02/06/08
                                75,000       $0.95
04/02/08

Total Officers/Directors/Employees2,275,000

Memorandum and Articles of Association

On page 9 of the Company's Articles, it states that, "A
director will disclose his interest in and not vote in
respect of any proposed contract or transaction with the
Company in which he is in any way directly or indirectly
interested, but such director will be counted in the quorum
at the meeting of the directors at which the proposed
contract or transaction is approved.".

Directors' power to vote compensation to themselves is
addressed in Part 9 - Directors, Section 9.8 of the
Company's Articles. Section 9.8 states that, "The
remuneration of the directors as such may from time to time
be determined by the directors." Management
believes that, in the absence of an independent quorum, a
director cannot vote compensation to himself or herself.
The borrowing powers of the directors are addressed in Part
10 Powers and Duties of Directors.  Section 10.2 states
that, "The directors may from time to time:
(a)  borrow money in such manner and amount, on such
     security, from such sources and upon such terms and
     conditions as they think fit,
(b)  issue bonds, debentures and other debt obligations
     either outright or as security for any liability or
     obligation of the Company or any other person, and
(c)  mortgage or charge, whether by way of specific or
     floating charge, or give other security on the
     undertaking and the whole or any part of the property
     and assets (both present and future) of the Company.

There are no age limit requirements pertaining to the
retirement or non-retirement of directors.  A director is
not required to own shares in the Company.

All of the authorized shares of common stock of the Company
are of the same class and, once issued, rank equally as to
dividends, voting powers, and participation in assets.
Holders of common stock are entitled to one vote for each
share held of record on all matters to be acted upon by the
shareholders. Holders of common stock are entitled to
receive such dividends as may be declared from time to time
by the Board of Directors, in its discretion, out of funds
legally available therefore.

Upon liquidation, dissolution or winding up of the Company,
holders of common stock are entitled to receive pro rata the
assets of Company, if any, remaining after payments of all
debts and liabilities. No shares have been issued subject to
call or assessment.  There are no preemptive or conversion
rights and no provisions for redemption or purchase for
cancellation, surrender, or sinking or purchase funds.

Any modification, amendment or variation of such shareholder
rights or provisions are governed by the Company Act of
British Columbia and must be approved by a vote of at least
75% of the votes cast at a shareholders meeting.  Unless the
Company Act or the Company's Articles or memorandum
otherwise provide, any action to be taken by a resolution of
the members may be taken by an ordinary resolution or by a
vote of a majority of the shares represented at the
shareholders' meeting.

The conditions governing the manner in which annual general
meetings and extraordinary general meetings of shareholders
are convoked, including the conditions of admission are
described in the Articles of the Company in Part 7 - General
Meetings.

Section 7.1 of Part 7 states that, "The date, time and place
of all general meetings of the Company within the Province
of British Columbia will be fixed by the
directors.".

Section 7.1 of Part 7 further states that, "Except as
otherwise provided by the Company Act, where any special
business to be considered at a general meeting includes
considering, approving, ratifying, adopting or authorizing
any document or the execution thereof or the giving of
effect thereto, the notice convening the meeting will be
sufficient if, with respect to such document, it states that
a copy of the document is or will be available for
inspection by members at the registered office or records
office of the Company or at such other place in British
Columbia designated in the notice during usual business
hours up to the date of such general meeting.".

The conditions of admission are described in Section 7.10
where it is stated that, "The directors and any other person
permitted by the chairman of the meeting will be entitled to
attend any general meeting.".

There are no limitations on the rights to own securities.

There is no provision of the Company's articles of
association, charter or bylaws that would have an effect of
delaying, deferring or preventing a change in control of the
Company and that would operate only with respect to a
merger, acquisition or corporate restructuring involving the
company (or any of its subsidiaries).

Shareholder ownership must be disclosed for any holder who
owns 10% or more of the Company's common stock.

There are no conditions imposed by the memorandum and
articles of association governing changes in the capital,
where such conditions are more stringent that is required by
law.

Material Contracts

There are no material contracts, other than contracts
entered into in the ordinary course of business, to which
the Company or any member of the group is a party, for the
two years immediately preceding publication of the document.

Exchange   Controls  and  Other  Limitations
Affecting  Security Holders

Except as discussed in Item 9, the Company is not aware of
any
Canadian federal or provincial laws, decrees, or regulations
that restrict the export or import of capital, including
foreign exchange controls, or that affect the remittance of
dividends, interest or other payments to non-Canadian
holders of the common shares. There are no limitations on
the right of non-Canadian owners to hold or vote the common
shares imposed by Canadian federal or provincial law or by
the charter or other constituent documents of the Company.
The Investment Canada Act (the "IC Act") governs
acquisitions of Canadian business by a non-Canadian person
or entity. The IC Act requires a non-Canadian (as defined in
the IC Act) making an investment to
acquire control of a Canadian business, the gross assets of
which exceed certain defined threshold levels, to file an
application for review with the Investment Review Division
of Industry Canada.  The IC Act provides, among other
things, for a review of an investment in the event of
acquisition of "control" in certain Canadian businesses in
the following circumstances:
1. If the investor is a non-Canadian and is a national of a
   country belonging to the North American Free Trade
   Agreement ("NAFTA") and/or the World Trade Organization
   ("WTO") ("NAFTA or WTO National"), any direct acquisition
   having an asset value exceeding $179,000,000 is
   reviewable. This amount is subject to an annual
   adjustment on the basis of a prescribed formula in the IC
   Act to reflect inflation and real growth within Canada.
   This threshold level does not apply in certain sections
   of Canadian industry, such as uranium, financial services
   (except insurance), transportation services and cultural
   services (i.e. the publication, distribution or sale of
   books, magazines, periodicals (other than printing or
   typesetting businesses), music in print or machine
   readable form, radio, television, cable and satellite
   services; the publication, distribution, sale or
   exhibition of film or video recordings on audio or video
   music recordings), to which lower thresholds as
   prescribed in the IC Act are applicable.
2. If the investor is a non-Canadian and is not a NAFTA or
   WTO National, any direct acquisition having an asset
   value exceeding $5,000,000 and any indirect acquisition
   having an asset value exceeding $50,000,000 is
   reviewable.
3. If the investor is a non-Canadian and is NAFTA or WTO
   National, an indirect acquisition of control is
   reviewable if the value of the assets of the business
   located in Canada represents more than 50% of the asset
   value of the transaction or the business is involved in
   uranium, financial services, transportation services or
   cultural services (as set forth above).
Finally, certain transactions prescribed in the IC Act are
exempted from review altogether.
In the context of the Company, in essence, three methods of
acquiring control of a Canadian business are regulated by
the IC Act: (i) the acquisition of all or substantially all
of the assets used in carrying on business in Canada; (ii)
the acquisition, directly or indirectly, of voting shares of
a Canadian corporation carrying on business in Canada; or
(iii) the acquisition of voting shares of an entity which
controls, directly or indirectly, another entity carrying on
business in Canada.
An acquisition of a majority of the voting shares of a
Canadian entity, including a corporation, is deemed to be an
acquisition of control under the IC Act. However, under the
IC Act, there is
a rebuttable presumption that control is acquired if one-
third of the voting shares of a Canadian corporation or an
equivalent undivided interest in the voting shares of such
corporation are held by a nonCanadian person or entity.  An
acquisition of less than one-third of the voting shares of a
Canadian corporation is deemed not to be an acquisition of
control.  An acquisition of less than a majority, but one-
third or more, of the voting shares of a Canadian
corporation is presumed to be an acquisition of control
unless it can be established that, on the acquisition, the
Canadian corporation is not, in fact, controlled by the
acquirer through the ownership of voting shares. For
partnerships, trusts, joint ventures or other unincorporated
Canadian entities, an acquisition of less than a majority of
the voting interests is deemed not to be an acquisition of
control.

In addition, if a Canadian corporation is controlled by a
nonCanadian, the acquisition of control of any other
Canadian corporation by such corporation may be subject to
the prior approval of the Investment Review Division, unless
it can be established that the Canadian corporation is not
in fact controlled by the acquirer through the ownership of
voting shares.

Where an investment is reviewable under the IC Act, the
investment may not be implemented unless it is likely to be
of net benefit to Canada.  If an applicant is unable to
satisfy the Minister responsible for Industry Canada that
the investment is likely to be of net benefit to Canada, the
applicant may not proceed with the investment.
Alternatively, an acquirer may be required to divest control
of the Canadian business that is the subject of the
investment.

In addition to the foregoing, the IC Act provides for formal
notification under the IC Act of all other acquisitions of
control by Canadian businesses by nonCanadian investors.
The notification process consists of filing a notification
within 30 days following the implementation of an
investment, which notification is for information, as
opposed to review, purposes.

Taxation

The following summary of the material Canadian federal
income tax consequences generally applicable in respect of
the common stock reflects the Company's opinion.  The tax
consequences to any particular holder of common stock will
vary according to the status of that holder as an
individual, trust, corporation or member of a partnership,
the jurisdiction in which that holder is subject to
taxation, the place where that holder is resident and,
generally, according to that holder's particular
circumstances. This summary is applicable only to holders
who are resident in the United States, have never been
resident in Canada, deal at arm's length with the Company,
hold their common stock as capital property and who will not
use or hold the common stock in carrying on business in
Canada.  Special rules, which are not discussed in this
summary, may apply to a United States holder that is an
issuer that carries on business in Canada and elsewhere.

This summary is based upon the provisions of the Income Tax
Act of Canada and the regulations thereunder (collectively,
the "Tax Act" or "ITA")and the Canada-United States Tax
Convention (the "Tax Convention") as at the date of the
Registration
Statement and the current administrative practices of
Revenue Canada, Taxation.  This summary does not take into
account provincial income tax consequences.

Each holder should consult his own tax advisor with respect
to the income tax consequences applicable to him in his own
particular circumstances.

Canadian Income Tax Consequences

The summary below is restricted to the case of a holder (a
"Holder") of one or more common shares ("Common Shares") who
for the purposes of the Tax Act is a non-resident of Canada,
holds his Common Shares as capital property and deals at
arm's length with the Company.

Dividends
A Holder will be subject to Canadian withholding tax ("Part
XIII Tax") equal to 25%, or such lower rates as may be
available under an applicable tax treaty, of the gross
amount of any dividend paid or deemed to be paid on his
Common Shares. Under the Tax Convention, the rate of Part
XIII Tax applicable to a dividend on Common Shares paid to a
Holder who is a resident of the United States is, if the
Holder is a company that beneficially owns at least 10% of
the voting stock of the Company, 5% and, in any other case,
15% of the gross amount of the dividend. The Company will be
required to withhold the applicable amount of Part XIII Tax
from each dividend so paid and remit the withheld amount
directly to the Receiver General for Canada for the account
of the Holder.

Disposition of Common Shares
A Holder who disposes of Common Shares, including by deemed
disposition on death, will not be subject to Canadian tax on
any capital gain thereby realized unless the common Share
constituted "taxable Canadian property" as defined by the
Tax Act.
Generally, a common share of a public corporation will not
constitute taxable Canadian property of a Holder unless he
held the common share as capital property used by him
carrying on a business in Canada, or he or persons with whom
he did not deal at arm's length alone or together held or
held options to acquire, at any time within the 60 months
preceding the disposition, 25% or more of the issued shares
of any class of the capital stock of the Company.

A Holder who is a resident of the United States and realizes
a capital gain on disposition of Common Shares that was
taxable Canadian property will nevertheless, by virtue of
the Treaty, generally be exempt from Canadian tax thereon
unless (a) more than 50% of the value of the Common Shares
is derived from, or from an interest in, Canadian real
estate, including Canadian mineral resources properties, (b)
the Common Shares formed part of the business property of a
permanent establishment that the Holder has or had in Canada
within the 12 months preceding disposition, or (c) the
Holder (i) was a resident of Canada at any time within the
ten years immediately preceding the disposition, and for a
total of 120 months during any period of 20 consecutive
years, preceding the disposition, and (ii) owned the Common
Shares when he ceased to be resident in Canada.

A Holder who is subject to Canadian tax in respect of a
capital gain realized on disposition of Common Shares must
include three quarters (two thirds for dispositions after
February 27, 2000) of the capital gain ("taxable capital
gain") in computing his taxable income earned in Canada. The
Holder may, subject to certain limitations, deduct three
quarters (two thirds for disposition after February 27,
2000) of any capital loss ("allowable capital loss") arising
on disposition of taxable Canadian property from taxable
capital gains realized in the year of disposition in respect
to taxable Canadian property and, to
the extent not so deductible, from such taxable capital
gains of any of the three preceding years or any subsequent
year.

United States Federal Income Tax Consequences

The following is a discussion of material United States
Federal income tax consequences, under the law, generally
applicable to a U.S. Holder (as defined below) of common
shares of the Company. This discussion does not cover any
state, local or foreign tax consequences.

The following discussion is based upon the sections of the
Internal Revenue Code of 1986, as amended ("the Code"),
Treasury Regulations, published Internal Revenue Service
("IRS) rulings, published administrative positions of the
IRS and court decisions that are currently applicable, any
or all of which could be materially and adversely changed,
possible on a retroactive basis, at any time.  In addition,
the discussion does not consider the potential effects, both
adverse and beneficial, or recently proposed legislation
which, if enacted, could be applied, possibly on a
retroactive basis, at any time. The discussion is for
general information only and it is not intended to be, nor
should it be construed to be, legal or tax advice to any
holder or prospective holder of common shares of the Company
and no opinion or representation with respect to the U.S.
federal income tax consequences to any such holder or
prospective holder is made. Holders and prospective holders
of common shares of the Company should consult their own tax
advisors about the federal, state, local, and foreign tax
consequences of purchasing, owning and disposing of common
shares of the Company.

U.S. Holders
As used herein, a ("U.S. Holder") includes a holder of
common shares of the Company who is a citizen or resident of
the United States, a corporation created or organized in or
under the laws of the United States or of any political
subdivision thereof, an estate whose income is taxable in
the United States irrespective of source or a trust subject
to the primary supervision of a court within the United
States and control of a United States fiduciary as described
in Section 7701(a)(30) of the Code. This summary does not
address the tax consequences to, and U.S. Holder does not
include, persons subject to special provisions of Federal
income tax law, such as tax-exempt organizations, qualified
retirement plans,
financial institutions, insurance companies, real estate
investment trusts, regulated investment companies, broker-
dealers, non-resident alien individuals, persons or entities
that have a "functional currency" other than the U.S.
dollar, shareholders who hold common shares as part of a
straddle, hedging or conversion transaction, and
shareholders who acquired their common shares through the
exercise of employee stock options or otherwise as
compensation for services. This summary is limited to U.S.
Holders who own common shares as capital assets. This
summary does not address the consequences to a person or
entity holding an interest in a shareholder or the
consequences to a person of the ownership, exercise or
disposition of any options, warrants or other rights to
acquire common shares.

Distribution on Common Shares of the Company
U.S. Holders receiving dividend distributions (including
constructive dividends) with respect to common shares of the
Company are required to include in gross income for United
States Federal income tax purposes the gross amount of such
distributions equal to the U.S. dollar value of such
distributions on the date of receipt (based on the exchange
rate on such date), to the extent that the Company has
current or accumulated earnings and profits, without
reduction for any Canadian income tax withheld from such
distributions.  Such Canadian tax withheld may be credited,
subject to certain limitations, against the U.S. Holder's
United States Federal Income tax liability or,
alternatively, individuals may be deducted in computing the
U.S. Holder's United States Federal taxable income by those
individuals who itemize deductions.  (See more detailed
discussion at "Foreign Tax Credit" below).  To the extent
that distributions exceed current or accumulated earnings
and profits of the Company, they will be treated first as a
return of capital up to the U.S. Holder's adjusted basis in
the common shares and thereafter as gain from the sale or
exchange of the common shares. Dividend income will be taxed
at marginal tax rates applicable to ordinary income while
preferential tax rates for long-term capital gains are
applicable to a U.S. Holder which is an individual, estate
or trust.
There are currently no preferential tax rates for longterm
capital gains for a U.S. Holder which is a corporation.

In the case of foreign currency received as a dividend that
is not converted by the recipient into U.S. dollars on the
date of receipt, a U.S. Holder will
have a tax basis in the foreign currency equal to its U.S.
dollar value on the date of receipt. Generally any gain or
loss recognized upon a subsequent sale of other disposition
of the foreign currency, including the exchange for U.S.
dollars, will be ordinary income or loss.

Dividends paid on the common shares of the Company will not
generally be eligible for the dividends received deduction
provided to corporations receiving dividends from certain
United States corporations.  A U.S. Holder which is a
corporation may, under certain circumstances, be entitled to
a 70% deduction of the United States source portion of
dividends received
from the Company (unless the Company qualifies as a "foreign
personal holding company" or a "passive foreign investment
company", as defined below) if such U.S. Holder owns shares
representing at least 10% of the voting power and value of
the Company.  The availability of this deduction is subject
to several complex limitations which are beyond the scope of
this discussion.

Under current Treasury Regulations, dividends paid on the
Company's common shares, if any, generally will not be
subject to information reporting and generally will not be
subject to U.S. backup withholding tax. However, dividends
and the proceeds from a sale of the Company's common shares
paid in the U.S. through a U.S. or U.S. related paying agent
(including a broker) will be subject to U.S. information
reporting requirements and may also be subject to the 31%
U.S. backup withholding tax, unless the
paying agent is furnished with a duly completed and signed
Form W9. Any amounts withheld under the U.S. backup
withholding tax rules will be allowed as a refund or a
credit against the U.S. Holder's U.S. federal income tax
liability, provided the required information is furnished to
the IRS.

Foreign Tax Credit
For individuals whose entire income from sources outside the
United States consists of qualified passive income, the
total amount of creditable foreign taxes paid or accrued
during the taxable year does not exceed $300 ($600 in the
case of a joint return) and an election is made under
section 904(j), the limitation on credit does not apply.

A U.S. Holder who pays (or has withheld from distributions)
Canadian income tax with respect to the ownership of common
shares of the Company may be entitled, at the option of the
U.S. Holder, to either a deduction or a tax credit for such
foreign
tax paid or withheld.  Generally, it will be more
advantageous to claim a credit because a credit reduces
United States Federal income taxes on a dollar-for-dollar
basis, while a deduction merely reduces the taxpayer's
income subject to tax.  This election is made on a year-by-
year basis and applies to all foreign income taxes (or taxes
in lieu of income tax) paid by (or withheld from) the U.S.
Holder during the year.  There are significant and complex
limitations which apply to the credit, among which is the
general limitation that the credit cannot exceed the
proportionate share of the U.S. Holder's United States
income tax liability that the U.S. Holder's foreign source
income bears to his/her or its worldwide taxable income in
the determination of the application of this limitation. The
various items of income and deduction must be classified
into foreign and domestic sources. Complex rules govern this
classification process.  In addition, this limitation is
calculated separately with respect to specific classes of
income such as "passive income", "high withholding tax
interest", "financial services income", "shipping income",
and certain other classifications of income. Dividends
distributed by the Company will generally constitute
"passive
income" or, in the case of certain U.S. Holders, "financial
services income" for these purposes.  The availability of
the foreign tax credit and the application of the
limitations on the credit are fact specific and holders and
prospective holders of common shares of the Company should
consult their own tax advisors regarding their individual
circumstances.

Disposition of Common Shares of the Company
A U.S. Holder will recognize gain or loss upon the sale of
common shares of the Company equal to the difference, if
any, between (I) the amount of cash plus the fair market
value of any property received, and (ii) the shareholder's
tax basis in the common shares of the Company.  Preferential
tax rates apply to long-term capital gains of U.S. Holders
which are individuals, estates or trusts. This gain or loss
will be capital gain or loss if the common shares are
capital assets in the hands of the U.S. Holder, which will
be a short-term or long-term capital gain or loss depending
upon the holding period of the U.S. Holder.  Gains and
losses are netted and combined according to special rules in
arriving at the overall capital gain or loss for a
particular tax year. Deductions for net capital losses are
subject to significant limitations.  For U.S. Holders which
are not corporations, any unused portion of such net capital
loss may be carried over to be used in later tax years until
such net capital loss is thereby exhausted, but individuals
may not carry back capital losses. For U.S. Holders which
are corporations (other than corporations subject to
Subchapter S of the Code), an unused net capital loss may be
carried back three years from the loss year and carried
forward five years from the loss year to be offset against
capital gains until such net capital loss is thereby
exhausted.

Other Considerations
In the following circumstances, the above sections of the
discussion may not describe the United States Federal income
tax consequences resulting from the holding and disposition
of common shares of the Company.

Foreign Personal Holding Company
If at any time during a taxable year more than 50% of the
total combined voting power or the total value of the
Company's outstanding shares is owned, actually or
constructively, by five or fewer individuals who are
citizens or residents of the United States and 60% (50%
after the first tax year) or more of the Company's gross
income for such year was derived from certain
passive sources (e.g. from dividends received from its
subsidiaries), the Company would be treated as a "foreign
personal holding company."  In that event, U.S. Holders that
hold common shares of the Company would be required to
include in gross income for such year their allocable
portions of such passive income to the extent the Company
does not actually distribute such income.

The Company does not believe that it currently has the
status of a "foreign personal holding company".
However, there can be no assurance that the Company will not
be considered a foreign personal holding company for the
current or any future taxable year.

Foreign Investment Company
If 50% or more of the combined voting power or total value
of the Company's outstanding shares are held, actually or
constructively, by citizens or residents of the United
States, United States domestic partnerships or corporations,
or estates or trusts other than foreign estates or trusts
(as defined by the Code Section 7701(a)(31), and the Company
is found to be engaged primarily in the business of
investing, reinvesting, or trading in securities,
commodities, or any interest therein, it is possible that
the Company might be treated as a "foreign investment
company" as defined in Section 1246 of the Code, causing all
or part of any gain realized by a U.S. Holder selling or
exchanging common shares of the Company to be treated as
ordinary income rather than capital gains.

Passive Foreign Investment Company
As a foreign corporation with U.S. Holders, the Company
would potentially be treated as a passive foreign investment
company ("PFIC"), as defined in Section 1297 of the Code,
depending upon the percentage of the Company's income which
is passive, or the percentage of the Company's assets which
produce or are held for the production of passive income.
U.S. Holders owning common shares of a PFIC are subject to
the highest rate of tax on ordinary income in effect for the
applicable taxable year and to an interest charge based on
the value of deferral of tax for the period during which the
common shares of the PFIC are owned, in addition to the
treatment of gain realized on the disposition of common
shares of the PFIC as ordinary income rather than capital
gain. However, if the U.S. Holder makes a timely election to
treat a PFIC as a qualified electing fund ("QEF") with
respect to such shareholder's interests therein, the above-
described rules generally will not apply. Instead, the
electing U.S. Holder would include annually in his gross
income his pro rata share of the PFIC's ordinary earnings
and net capital gain regardless of whether such income or
gain was actually distributed. A U.S. Holder of a QEF can,
however, elect to defer the payment of United States federal
income tax on such income inclusions subject to an interest
charge.  Special rules apply to U.S. Holders who own their
interests in a PFIC through intermediate entities or
persons.  In addition, subject to certain limitation, U.S.
Holders owning (actually or constructively) marketable stock
in a PFIC will be permitted to elect to mark that stock to
market annually, rather than being subject to the excess
distribution regime of section 1291 described above.
Amounts included in or deducted from income under this
alternative (and actual gains and losses realized upon
disposition, subject to certain limitations) will be treated
as ordinary gains or losses. This alternative will apply to
taxable years of U.S.  Holders beginning after 1997 and
taxable years of foreign corporations ending with or within
such taxable years of U.S. Holders.

The management of the Company believes that the Company is
not a
PFIC.  However, there can be no assurance that the Company's
determination concerning its PFIC status will not be
challenged by the IRS, or that it will be able to satisfy
record-keeping requirements which will be imposed on QEFs.

Controlled Foreign Corporation
A Controlled Foreign Corporation (CFC) is a foreign
corporation more than 50% of whose stock by vote or value
is, on any day in the corporation's tax year, owned
(directly or indirectly) by U.S. Shareholders. If more than
50% of the voting power of all classes of stock entitled to
vote is owned, actually or constructively, by citizens or
residents of the United States, United States domestic
partnerships and corporations or estates or trusts other
than foreign estates or trusts, each of whom own actually or
constructively 10% or more of the total combined voting
power of all classes of stock of the Company could be
treated as a "controlled foreign corporation" under Subpart
F of the Code.  This classification would effect many
complex results, one of which is the inclusion of certain
income of a CFC which is subject to current U.S. tax.  The
United States generally taxes United States Shareholders of
a CFC currently on their pro rata shares of the Subpart F
income of the CFC. Such United States Shareholders are
generally treated as having received a current distribution
out of the CFC's Subpart F income and are also subject to
current U.S. tax on their pro rata shares of the CFC's
earnings invested in U.S. property. The foreign tax credit
described above may reduce the U.S. tax on these amounts.
In addition, under Section 1248 of the Code, gain from the
sale or exchange of shares by a U.S. Holder of common shares
of the Corporation which is or was a
United States Shareholder at any time during the fiveyear
period ending with the sale or exchange is treated as
ordinary income to the extent of earnings and profits of the
Company (accumulated in corporate tax years beginning after
1962, but only while the shares were held and while the
Company was "controlled") attributable to the shares sold or
exchanged.  If a foreign corporation is both a PFIC and a
CFC, the foreign corporation generally will not be treated
as a PFIC with respect to the United
States Shareholders of the CFC. This rule generally will be
effective for taxable years of United States Shareholders
beginning after 1997 and for taxable years of foreign
corporations ending with or within such taxable years of
United States Shareholders. The PFIC provisions continue to
apply in the case of PFIC that is also a CFC with respect to
the U.S.
Holders that are less than 10% shareholders.  Because of the
complexity of Subpart F, a more detailed review of these
rules is outside of the scope of this discussion.

The amount of any backup withholding will not constitute
additional tax and will be allowed as a credit against the
U.S. Holder's federal income tax liability.

Filing of Information Returns
Under a number of circumstances, United States Investor
acquiring shares of the Company may be required to file an
information return with the Internal Revenue Service Center
where they are required to file their tax returns with a
duplicate copy to the Internal Revenue Service Center,
Philadelphia, PA 19255.  In particular, any United
States Investor who becomes the owner, directly or
indirectly, of 10% or more of the shares of the Company will
be required to file such a return. Other filing requirements
may apply, and United States Investors should consult their
own tax advisors concerning these requirements.


ITEM 11.  DISCLOSURES ABOUT MARKET RISK
Not Applicable
ITEM 12.  DESCRIPTION OF OTHER SECURITIES

Not Applicable


                           Part II

ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND
DELINQUENCIES

Not Applicable


ITEM 14.  MODIFICATIONS OF RIGHTS OF SECURITIES
HOLDERS AND USE OF PROCEEDS

Not Applicable


                          Part III

ITEM 17.  FINANCIAL STATEMENTS

The Company's financial statements are stated in Canadian
Dollars (CDN$) and are prepared in accordance with Canadian
Generally Accepted Accounting Principles (GAAP), the
application of which, in the case of the Company, conforms
in all material respects for the periods presented with
United States GAAP, except as discussed in footnotes to the
financial statements.

The financial statements as required under Item 17 are
attached hereto and found immediately following the text of
this Registration Statement.  The audit
report of Davidson and Company, independent Chartered
Accountants, is included herein immediately preceding the
financial statements and schedules.

Audited Financial Statements as at December 31, 2002.


ITEM 18.  FINANCIAL STATEMENTS

The Company has elected to provide financial statements
pursuant to Item 17.
ITEM 19.  EXHIBITS

A.   The financial statements thereto as required
under Item 17
     are attached hereto and found immediately following the
     text of this Annual Report.  The report of Davidson and
     Company, independent Chartered Accountants, for the
     audited financial statements are included herein
     immediately preceding the audited financial statements.

     Audited Financial Statements
           Auditor's Report, dated April 17, 2003

Consolidated Balance Sheets at December 31, 2002 and
December 31, 2001.

     Consolidated Statement of Operations for the years
     ended December 31, 2002, December 31, 2001 and December
     31, 2000.

 Consolidated Statement of Cash Flows for the years ended
          December 31, 2002, December 31, 2001 and
December 31, 2000.
 Consolidated Statement of Changes in Stockholders' Equity
        from December 31, 1999 to December 31, 2002.

     Notes To The Consolidated Financial Statements B.


SIGNATURE PAGE  (see last page hereof)





                       RADIUS EXPLORATIONS LTD. CONSOLIDATED
                    FINANCIAL STATEMENTS
                        (Expressed in
                    Canadian dollars)






                           DECEMBER 31,
2002
DAVIDSON & COMPANY   Chartered
Accountants
  A Partnership of Incorporated
Professionals INDEPENDENT AUDITORS' REPORT
To the Shareholders of
Radius Explorations Ltd.

We have audited the consolidated balance sheets of Radius
Explorations
Ltd. as at December 31, 2002 and 2001 and the consolidated
statements
of operations, changes in stockholders' equity and cash
flows for the
years ended December 31, 2002, 2001 and 2000.  These
financial statements, expressed in Canadian dollars, are the
responsibility of
the Company's management.  Our responsibility is to express
an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with Canadian and
United States
generally accepted auditing standards.  Those standards
require that
we plan and perform an audit to obtain reasonable assurance
whether
the financial statements are free of material misstatement.
An audit
includes examining, on a test basis, evidence supporting the
amounts
and disclosures in the financial statements.  An audit also
includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the
overall financial statement presentation.

In our opinion, these consolidated financial statements
present fairly, in all material respects, the financial
position of the Company as at December 31, 2002 and 2001 and
the results of its operations, changes in its stockholders'
equity and its cash flows for
the years ended December 31, 2002, 2001 and 2000 in
accordance with
Canadian generally accepted accounting principles. As
required by the
Company Act of British Columbia, we report that, in our
opinion, these
principles have been applied on a consistent basis.

"DAVIDSON & COMPANY"
Chartered Accountants
Vancouver, Canada
April 17, 2003

                  COMMENTS BY AUDITORS FOR
                  U.S. READERS ON CANADA -
                       U.S. REPORTING
                  DIFFERENCES

In the United States, reporting standards require the
addition of an
explanatory paragraph (following the opinion paragraph) when
the financial statements are affected by conditions and
events that cast
substantial doubt on the Company's ability to continue as a
going concern, such as those described in Note 1 to the
financial statements.  Our report to the shareholders, dated
April 17, 2003 is
expressed in accordance with Canadian reporting standards
which do not
permit a reference to such events and conditions in the
auditors' report when these are adequately disclosed in the
financial statements.
"DAVIDSON & COMPANY"
Chartered Accountants
Vancouver, Canada
April 17, 2003
                     A Member of SC INTERNATIONAL
     1200 - 609 Granville Street, P.O. Box 10372, Pacific
                    Centre, Vancouver, BC, Canada, V7Y 1G6
             Telephone (604) 687-0947  Fax
(604) 687-6172

RADIUS EXPLORATIONS LTD.
CONSOLIDATED BALANCE SHEETS (Expressed in Canadian
dollars) AS AT DECEMBER 31


                                                  2002
2001

ASSETS

Current
 Cash and cash equivalents                  $1,858,623
$2,620,116
 Receivables                                 76,917
62,384
 Exploration advances                          -
43,792
 Due from related parties (Note 3)           82,444
                           153,608
 Prepaid expenses                            53,812
                           71,757

 Total current assets                       2,071,796
2,951,657
Mineral properties (Note 4)                 1,209,870
1,092,983
Deferred exploration costs (Note 5)         5,504,170
3,994,411
Capital assets (Note 6)                      40,629
66,006
                                            $8,826,465
$8,105,057
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
 Accounts payable and accrued liabilities   $84,884
$207,563
 Due to related parties (Note 3)             34,827       -

  Total current liabilities                  119,711
                        207,563

Stockholders' equity
 Capital stock (Note 7)
   Authorized
         100,000,000    common  shares without  par
              value
   Issued and outstanding
   22,705,896  (2001 - 17,911,096)
11,652,765
10,700,879
 Share subscriptions received in advance    500,000       -

                                            12,152,765
10,700,879
 Deficit
(3,446,011)
(2,803,385)

                                            8,706,754
7,897,494
                                            $8,826,465
$8,105,057

Nature and continuance of operations (Note 1)
Commitment (Note 12)
Subsequent events (Note 14)

On behalf of the Board:
        "signed"          Direct        "signed"
Directo
                          or                            r
     Simon Ridgway                  Mario Szotlender

The accompanying notes are an integral part of these
consolidated financial statements.
RADIUS EXPLORATIONS LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS (Expressed in Canadian
dollars)
YEAR ENDED DECEMBER 31
                                         2002
2001     2000
EXPENSES
       Amortization                         $25,377  $
17,965  $    638
 Management fees (Note 8)              30,000
30,000  30,000
 Office and miscellaneous              44,319
61,436  19,937
 Professional fees (Note 8)            91,077
105,998 70,146
 Rent and utilities                    76,137
53,868  38,424
 Salaries and benefits (Note 8)       179,646
301,142   146,160
 Shareholder communication             92,521
529,234 54,778
 Transfer agent and regulatory fees    33,083
15,764  18,005
     Travel and accommodation              42,130
                      13,194    18,582

Total expenses
(614,290)(1,128,601)
(396,670)


OTHER INCOME (EXPENSES)
     Interest income                       32,689
                      57,445    25,641
 Consulting income                     14,090
20,781      -
    Recovery of rental expense            39,780       -
-
 Write-off of amounts due  from related
     parties                             -          -
(139,935)
 Write-off of mineral properties
     (Note 4)                         (91,143)
(43,168)     -
  Write-off of deferred exploration
     costs (Note 5)                   (23,752)
(12,197)
(705,146)

 Total other income (expenses), net   (28,336)
22,861
(819,440)

Loss for the year                   $(642,626)
$(1,105,740)$(1,216,110)


Basic and diluted loss per
    common share                       $ (0.04)    $
(0.07)   $
(0.15)

Weighted  average number of
    common shares outstanding         18,055,597
14,859,982
8,064,224


The accompanying notes are an integral part of these
consolidated financial statements.

RADIUS EXPLORATIONS LTD.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Expressed in Canadian dollars)


                                     Common     Share
                                     Shares
Subscr
                      Number         Issued
iption
                      of      Price  and        s
Deficit
Total
                      Shares         Fully
Receiv
                                     Paid       ed
                                                In

Advanc
                                                e

Balance,
   December 31, 1999 5,418,000      $1,289,647 $ -
                         $(481,535)
$808,112

  Exercise of stock
  options               15,000 $0.65     9,750   -
-
9,750

  Exercise of
  warrants           1,500,000  0.25   375,000   -
-
375,000
  Exercise of
  warrants           1,250,000  0.40   500,000   -
-
500,000
  Issued for cash,
  net of share issue
  costs              1,867,500  0.80 1,455,599   -       -
1,455,599
  Issued for cash      400,000  1.25   500,000   -       -
500,000
  Issued for
  mineral property      50,000  0.75    37,500   -       -
37,500
  option
  Issued for
  mineral property
  option                50,000  0.60    30,000   -       -
30,000
  Loss for the year       -               -      -
(1,216,110)(1,216,110)


Balance,
  December 31, 2000 10,550,500       4,197,496   -
(1,697,645)
2,499,851

  Exercise of
  warrants           1,797,500  0.80 1,438,000   -       -
1,438,000
  Issued for cash,
  net of share issue
  costs              1,373,334  0.60   819,196   -       -
819,196
  Exercise of stock
  options               55,000  0.60    33,000   -       -
33,000
  Issued for cash,
  net of share issue
  costs              3,904,762  1.05 4,055,187   -       -
4,055,187
  Exercise of stock
  options               25,000  0.85    21,250   -       -
21,250
  Issued for
  mineral property
  option               100,000  1.00   100,000   -       -
100,000
  Exercise of stock
  options              105,000  0.35    36,750   -       -
36,750
  Loss for the year       -               -      -
1,105,740)
(1,105,740)


  Balance,
  December 31, 2001 17,911,096      10,700,879   -
(2,803,385)
7,897,494

  Issued for cash,
  net of share issue
  costs              4,794,800  0.20   951,886   -       -
951,886
  Share subscriptions
  received                -               -
500,000                          -
500,000


  Loss for the year       -               -       -
(642,626)
(642,626)

  Balance,
  December 31, 2002 22,705,896
$11,652,765$500,000$(3,446,011)$8,706,754


The accompanying notes are an integral part of these
consolidated
financial statements.
RADIUS EXPLORATIONS LTD. CONSOLIDATED STATEMENT OF CASH
FLOWS (Expressed in Canadian dollars) YEAR ENDED DECEMBER 31
  2002              2001
2000
CASH FLOWS FROM OPERATING
ACTIVITIES
 Loss for the year          $(642,626) $(1,105,740)
                    $(1,216,110)
 Items not affecting cash:
   Amortization              25,377    17,965
638
   Write-off of amounts        -         -
139,935
due from related parties
   Write-off of mineral      91,143    43,168          -
properties
   Write-off of deferred     23,752    12,197       705,146
exploration costs

 Changes in non-cash
working capital items:
   Increase in receivables  (14,533)   (24,868)     (24,936)
   (Increase) decrease in    17,945     1,679       (50,703)
prepaid expenses
   Increase (decrease) in   (122,679)   1,142        92,948
accounts payable and
accrued liabilities

 Net cash used in           (621,621)  (1,054,457)
                     (353,082)
operating activities

CASH FLOWS FROM FINANCING
ACTIVITIES
  Net proceeds from          951,886    6,403,383
                     2,840,349
issuance of capital stock
   Share subscriptions        500,000      -             -

  Net cash provided by       1,451,886  6,403,383
                     2,840,349
financing activities

CASH FLOWS FROM INVESTING
ACTIVITIES
 Mineral properties         (208,030)  (491,052)
(369,175)
 Acquisition of capital        -       (64,006)     (18,002)
assets
   Exploration advances        43,792    (43,792)        -
 Due from related parties    71,164    (127,879)    (63,270)
 Deferred exploration       (1,533,5   (2,548,661)
(1,900,895)
costs                       11)
   Due to related parties      34,827      -             -

 Net cash used in           (1,591,7   (3,275,390)
                    (2,351,342)
investing activities        58)

Increase (decrease) in      (761,493)  2,073,536    135,925
cash and cash equivalents
during the year

Cash and cash equivalents,  2,620,116  546,580      410,655
beginning of year
Cash and cash equivalents,  $1,858,623 $2,620,116   $546,580
end of year
Cash paid for interest      $  -       $ -          $
1,153
Cash paid for income taxes  $  -       $ -          $
-
Supplemental disclosure with respect to cash flows
(Note 9)


The accompanying notes are an integral part of these
consolidated financial statements.

RADIUS EXPLORATIONS LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
DECEMBER 31, 2002


1.   NATURE AND CONTINUANCE OF OPERATIONS
     The Company was incorporated on September 9,
     1997 under the laws of the Province of British
     Columbia, Canada and its principal business activity is
     the exploration and development of mineral properties.
     The Company is in the process of exploring and
     developing its mineral properties and has not yet
     determined whether these properties contain ore
     reserves that are economically recoverable. The
     recoverability of the amounts shown for mineral
     properties and related deferred costs are dependent
     upon the existence of economically recoverable
     reserves, the ability of the Company to obtain
     necessary financing to complete the development of
     those reserves and upon future profitable production.
     To date, the Company has not earned significant
     revenues and is considered to be in the development
     stage.
        These consolidated financial statements have
     been prepared on a going concern basis which assumes
     that the Company will be able to realize its assets and
     discharge its liabilities in the normal course of
     business for the foreseeable future. The continuing
     operations of the Company are dependent upon its
     ability to continue to raise adequate financing and to
     commence profitable operations in the future.


                                              2002      2001
Working capital
$1,952,0  $
                                              85
2,744,09
                                                        4
Deficit
(3,446,0
                                              11)
(2,803,3
                                                        85)


2.   SIGNIFICANT ACCOUNTING POLICIES

     Estimates

     The preparation of financial statements in conformity
     with Canadian generally accepted accounting principles
     requires management to make estimates and assumptions
     that affect the reported amount of assets and
     liabilities and disclosure of contingent assets and
     liabilities at the date of the financial statements and
     the reported amount of revenues and expenses during the
     year.  Actual results could differ from these
     estimates.
     Principles of consolidation
     These consolidated financial statements include the
     accounts of the Company and its wholly-owned
     subsidiaries, Minerales Sierra Pacifico S.A. and
     Exploraciones Mineras de Guatemala S.A., companies
     incorporated under the laws of Guatemala, Minera
     Intermining de Mexico S.A. de C.V., a company
     incorporated under the laws of Mexico, Minerales de
     Nicaragua Sociedad Anomima, a company incorporated
     under the laws of Nicaragua and Radius Panama
     Corporation and Corporacion Geologica de Panama,
     companies incorporated under the laws of Panama.  All
     significant inter-company transactions have been
     eliminated upon consolidation.
     Cash and cash equivalents
     Cash and equivalents included highly liquid investments
with original maturities of three months or less.
     Allowance for receivables
     The Company establishes an allowance for receivables on
     a specific account basis.  No allowance for receivables
     were recorded by the Company as at December 31, 2002
     and 2001. Mineral properties
     The Company records its interests in mineral properties
     and areas of geological interest at cost.  All direct
     and indirect costs relating to the acquisition of these
     interests are capitalized on the basis of specific
     claim blocks or areas of geological interest until the
     properties to which they relate are placed into
     production, sold or where management has determined
     there to be an impairment. These costs will be
     amortized on the basis of units produced in relation to
     the proven reserves available on the related property
     following commencement of production.  Mineral
     properties which are sold before that property reaches
     the production stage will have all revenues from the
     sale of the property credited against the cost of the
     property. Properties which have reached the production
     stage will have a gain or loss calculated based on the
     portion of that property sold.
     The recorded cost of mineral exploration interests is
     based on cash paid, the assigned value of share
     considerations and exploration and development costs
     incurred. The recorded amount may not reflect
     recoverable value as this will be dependant on the
     development program, the nature of the mineral deposit,
     commodity prices, adequate funding and the ability of
     the Company to bring its projects into production.
     Deferred exploration costs
The Company defers all exploration expenses relating to
mineral properties and areas of geological interest until
the properties to which they relate are placed into
production, sold or where management has determined there to
be an impairment. These costs will be amortized over the
proven reserves available on the related property following
commencement of production.

           Cost of maintaining mineral properties

  The Company does not accrue the estimated future costs of
maintaining its mineral properties in good standing.

     Environmental expenditures

     The operations of the Company have been and may in the
     future be affected from time to time in varying degree
     by changes in environmental regulations, including
     those for future removal and site restoration costs.
     Both the likelihood of new regulations and their
     overall effect upon the Company are not predictable.

     Foreign currency translation

     Financial statements of the Company's foreign
     subsidiaries are translated using the temporal method
     whereby all monetary assets and liabilities are
     translated at the rate of exchange at the balance sheet
     date.  Nonmonetary assets and liabilities are
     translated at exchange rates prevailing at the original
     transaction date.  Income and expenses are translated
     at rates which approximate those in effect on
     transaction dates.  Gains and losses arising from
     restatement of foreign currency items are included in
     operating results.

     Capital assets and amortization

     Capital assets are recorded at cost and amortized over
     their estimated useful lives using the straight-line
     method as follows:

      Furniture and equipment                       5 years
      Trucks
      5 years
     Stock-based compensation
The Company grants options in accordance with the policies
of the TSX Venture Exchange ("TSX-V"). Effective January 1,
2002, the Company adopted the new CICA Handbook Section 3870
"Stock-Based Compensation and Other Stock-Based Payments",
which recommends that fair value-based methodology for
measuring compensation costs.  The new section also permits,
and the Company has adopted, the use of the intrinsic value-
based method, which recognizes compensation cost for awards
to employees only when the market price exceeds the exercise
price at date of grant, but requires pro-forma disclosure of
earnings and earnings per share as if the fair value method
had been adopted.
     Loss per share
The Company uses the treasury stock method to compute the
     dilutive effect of options, warrants and similar
     instruments.  Under this method, the dilutive effect on
     earnings per share is recognized on the use of the
     proceeds that could be obtained upon exercise of
     options, warrants and similar instruments.  It assumes
     that the proceeds would be used to purchase common
     shares at the average market price during the year.
     For the years presented, this proved to be anti-
     dilutive.

     Basic loss per share is calculated using the
     weightedaverage number of common shares outstanding
     during the year.

     Future income taxes

Future income taxes are recorded using the asset and
     liability method.  Under the asset and liability
     method, future tax assets and liabilities are
     recognized for the future tax consequences attributable
     to differences between the financial statement carrying
     amounts of existing assets and liabilities and their
     respective tax bases.  Future tax assets and
     liabilities are measured using the enacted or
     substantively enacted tax rates expected to apply when
     the asset is realized or the liability settled.  The
     effect on future tax assets and liabilities of a change
     in tax rates is recognized in income in the period that
     substantive enactment or enactment occurs.  To the
     extent that the Company does not consider it more
     likely than not that a future tax asset will be
     recovered, it provides a valuation allowance against
     the excess.
     Comparative figures
     Certain  comparative  figures  have  been reclassified
     to conform with the current year's presentation.


3.   DUE FROM/TO RELATED PARTIES

     Amounts due from or to related parties are unsecured,
     noninterest bearing with no fixed terms of repayment.
     The fair value of amounts due from or to related
     parties is not determinable as they have no repayment
     terms.


4.   MINERAL PROPERTIES

     Title to mineral properties involves certain inherent
     risks due to the difficulties of determining the
     validity of certain claims as well as the potential for
     problems arising from the frequently ambiguous
     conveyancing history characteristic of many mineral
     properties.  The Company has investigated title to all
     of its
     mineral properties and, to the best of its knowledge,
     title to all of its properties are in good standing.
     The properties in which the Company has committed to
     earn an interest are located in Guatemala and Mexico
     and the Company is therefore relying on title opinion
     by legal counsel who are basing such opinions on the
     laws of Guatemala and Mexico, respectively.
                                      2002       2001
Company Project, Guatemala            $21,896    $  -
Joint Venture Projects with Gold      1,166,078
1,092,983
Fields Exploration Inc., Guatemala
Joint Venture Project with Pillar      21,896
-
Resources Inc., Guatemala

                                      $1,209,870 $1,092,983

     Company Project, Guatemala

     Holly, Guatemala

     During the current year, the Company acquired
           a 100% interest in the Holly Project by
     paying US$13,750 (CDN$21,896).


           Joint Venture Projects with Gold Fields
     Exploration Inc., Guatemala


     In fiscal 2001, the Company entered into a Joint
     Venture Agreement with Gold Fields Exploration Inc.
     ("Gold Fields"), a company related by a common
     director, on the following concessions in Guatemala:
El Tambor, Tierra Blanca, Bella Vista, El Paraiso and Cipres
     I.
Participation is                 Company  Gold
                                          Fields Since
November 1, 2001:
  Acquisition costs              45%      55%
Since December 1, 2001:
  Operation costs                35%      65%

        El Tambor Guatemala

     In 1999, the Company entered into an option agreement
     to acquire a 100% interest in the El Tambor Gold
     Project in Guatemala, pursuant to which, the Company
     paid $195,000 and issued 100,000 common shares at a
     value of $67,500.  In 2001, the option agreement was
     terminated and replaced with a new agreement whereby
     the Company purchased a 100% right to the El Tambor
     Gold Project in consideration of the payment of $80,000
     and the issuance of 100,000 common shares at a value of
     $100,000.

     The Company also paid the underlying vendor of the
     property US$65,000 and is required to pay an additional
     US$500,000 in instalments by 2004. The vendor is also
     entitled to a 2.5% net
     smelter royalty, for which advance payments of
     US$50,000 are required semi-annually commencing in 2004
     until the concession starts production. Payments during
     the current year totalled $52,175 (2001 - $447,362) in
     acquisition costs.
     As at December 31, 1999, the Company had advanced an
     aggregate of $72,236 to a subsidiary of the optionor
     for exploration activities on or with respect to the
     property. In fiscal 2000, the Company agreed, as
     additional consideration to the option agreement, to
     forgive this loan.
     In fiscal 2000, the Company also entered into an option
     agreement with Glamis Gold Ltd. ("Glamis") for an
     extension to the El Tambor Gold Project area in
     consideration of the payment of US$100,000 to Glamis,
     of which US$25,000 was paid in fiscal 1999.  The
     Company made the full US$75,000 payment in fiscal 2001.
     Tierra Blanca, Guatemala
     In fiscal 2000, the Company entered into an option
     agreement to acquire a 100% interest in the Tierra
     Blanca Project.  To acquire the interest, the Company
     paid US$15,000 and is required to make future cash
     payments totalling US$985,000 by 2005.  Payments during
     the current year totalled $27,894 (2001 - $40,495) in
     acquisition costs.
     During the current year, the Company decided, based on
     its exploration results to date, to do no further
     exploration on the property, and $91,143 in acquisition
     costs and $23,752 in deferred exploration costs were
     written-off to operations.
Bella Vista (including Santa Margarita, Unidad Tipo, La
Laguna, Carlos Antonio), Guatemala
     In fiscal 2000, the Company entered into an option
     agreement to acquire a 100% interest in the Bella Vista
     Project.  To acquire the interest, the Company paid
     US$10,000 and is required to make future cash payments
     totalling US$490,000 by 2004.
     During the current year, the Company also entered into
     an option agreement to extend the Bella Vista Project
     area in consideration of the payment of US$20,000.
     Payments during the current year totalled $84,169 (2001
     - $52,327) in acquisition costs.
   The Company must also make monthly payments of US$10,000
     after four years and one month from the date of the
     agreement, as advances from net smelter returns, and a
     2.5% net smelter return royalty.

     El Paraiso, Guatemala
     In fiscal 2000, the Company entered into an option
     agreement to acquire a 100% interest in the El Paraiso
     Project.  To acquire the interest, the Company paid
     US$10,000 and is required to make future cash payments
     totalling
     US$450,000 by 2004.
        In fiscal 2001, the Company decided, based on
     its exploration results to date, to do no further
     exploration on the property, and $43,168 in acquisition
     costs and $1,931 in deferred exploration costs were
     written-off to operations.
     Cipres I, Guatemala
     In fiscal 2000, the Company entered into an option
     agreement to acquire a 100% interest in Cipres I
     Project.  To acquire the interest, the Company paid
     US$15,000 and is required to make future cash payments
     totalling US$645,000 by 2004.
   The Company must also make monthly payments of US$10,000
     after four years and one month from the date of the
     agreement, as advances from net smelter returns, and a
     2.5% net smelter return royalty.

     In fiscal 2001, the Company spent a total of $23,122 on
     the Cipres I Project acquisition.
        The portion of Cipres I Project optioned from
     third parties has been terminated and the portion
     acquired directly by staking continues to be part of
     the Joint Venture Agreement with Gold Fields.

         Joint Venture Project with Pillar Resources
Inc., Guatemala

     Marimba, Guatemala

     During the current year, the Company entered into an
     option agreement to acquire a 100% interest in the
     Marimba Project. To acquire the interest, the Company
     paid US$13,750. Payments during the current year
     totalled $21,896.

     The Company also signed an option agreement with Pillar
     Resources Inc. ("Pillar"), a company related by common
     directors, whereby Pillar can earn a 60% interest in
     the project.  To exercise the option, Pillar paid to
     the Company US$30,000 upon regulatory acceptance of the
     transaction, and must incur a total of $2.5 million in
     exploration expenditures on the project over three
     years.  Once Pillar
     has acquired the 60% interest, the Company has the
     right to require Pillar to purchase the remaining 40%
     of the project held by the Company's subsidiary in
     consideration for a 40% equity interest in Pillar
     (assuming Pillar has no material assets at that time
     other than the 60% interest in Marimba). Pillar has
     also agreed to honour a right of first refusal held by
     Gold Fields Exploration B.V. pursuant to a prior
     agreement between the Company and Gold Fields, which
     requires that if Pillar proposes to transfer any of its
     interest in the Marimba Project to a third party, it
     must first offer to transfer such interest to Gold
     Fields.
           Joint Venture Project with Barrick Gold
Corporation, Mexico
     El Salitre, Mexico
     The Company previously acquired by staking, an
     exploration concession in the State of Guanajuato,
     Mexico.  In fiscal 2000, the Company signed a financing
     and option agreement with Barrick Gold Corporation
     ("Barrick"), whereby Barrick could earn a 50% interest
     in the project.
           Joint Venture Project with Barrick Gold
     Corporation, Mexico (cont'd.)
     El Salitre, Mexico (cont'd.)
     The Company and Barrick subsequently decided to abandon
     the project and consequently, all related costs were
     written-off to operations in fiscal 2000.  In fiscal
     2001, the Company incurred an additional $10,266 in
     exploration costs which were written-off to operations.


5.   DEFERRED EXPLORATION COSTS


                                    Joint
                                    Venture    Joint
                                    Projects
Venture
                                    with
Project
                         Company    Gold       with
                         Projects,  Fields,
Pillar,
                         Guatemala  Guatemala Guatemala
2002

Balance, beginning of    $99,836  $3,848,628 $45,947
$3,994,411
year

Additions
  Automobile              39,089      -        4,439
43,528
  Camp, food and          40,043      -        6,896
46,939
supplies
  Drilling                163,853   21,144      -
184,997
  Equipment                 4,491      -
442    4,933
  Equipment rental          6,975      -         -
6,975
  Medical expenses         43,523       263
1,861   45,647
  Property payments          -           58      -
58
  Rent and utilities       28,801      -
5,110   33,911
  Repairs and               5,359      -
196    5,555
maintenance
  Salaries and wages       89,381       616
5,102   95,099
  Exploration               3,584    16,421
579   20,584
administration
  Geological consulting   529,155    21,791
29,607  580,553
  Licenses, rights and     62,881      -
6,725   69,606
taxes
  Materials                 9,669      -        1,128
10,797
  Telephone                21,806      -        5,302
27,108
  Travel and              114,416      -        2,273
116,689
accommodation
  Geochemistry and        185,266       976     5,717
191,959
geophysics
  Legal and accounting     41,589       212       227
42,028
  Reports, drafting and    49,271       950     2,043
52,264
maps
  Shipping                  1,480        81        54
1,615
                        1,440,632     62,512
77,701 1,580,845
                        1,540,468  3,911,140
123,648 5,575,256 Expenditures recovered       -         -
(47,334)
(47,334)
Written-off during the year  -       (23,752)     -
(23,752)


Balance, end of year   $1,540,468 $3,887,388
$76,314 $5,504,170



                                       Joint
Joint
                                       Venture
Venture
                    El                 Projects
Project
                    Salitre            with
with
                    Gold     Company   Gold        Pillar,
                    Project, Projects, Fields,
                    Mexico   Guatemala Guatemala   Guatemala
2001

Balance, beginning  $  -     $  -     $1,457,947
$ $1,457,947
of year

Additions
  Automobile           -         387      93,701        741
94,829
  Camp, food and       -         670      76,883      2,170
79,723
supplies
  Drilling             -        -        330,313       -
330,313
  Equipment            -        -          7,765        339
8,104
  Equipment rental     -        -         84,031       -
84,031
  Medical expenses       64    3,035      38,315      1,224
42,638
  Property payments    -        -         41,544       -
41,544
  Rent and              728     -         58,660      1,392
60,780
utilities
  Repairs and          -        -          9,584         11
9,595
maintenance
  Salaries and        1,155    5,852     155,086        910
163,003
wages
  Exploration           629        4      18,486         13
19,132
administration
  Geological          1,876   33,457     782,127     22,300
839,760
consulting
  Licenses, rights      690   31,883      44,208
-
76,781
and taxes
  Materials            -        -         29,378
404
29,782
  Telephone              15     -         38,866
1,066
39,947
  Travel and           -      12,813     162,684
12,576
188,073
accommodation
  Geochemistry and     -       8,791     191,780
1,468
202,039
geophysics
  Legal and           2,186      631      89,749
665
93,231
accounting
  Reports, drafting   2,524    2,313     137,330
661
142,828
and maps
  Shipping              399     -          2,122
7
2,528

                     10,266   99,836   2,392,612
45,947 2,548,661
                     10,266   99,836   3,850,559
45,947 4,006,608
Written-off during  (10,266)    -         (1,931)
(12,197)
the year

Balance, end of     $  -     $99,836  $3,848,628
$45,947 $3,994,411
year

6.   CAPITAL ASSETS


                      2002
2001

                        Accumu   Net
              Accumul   Net Cost       lated    Book
              Cost    ated      Book
                       Amorti   Value
                      Amortiz   Value zation
                      ation

Furniture     $23,773 $14,314 $ 9,459  $23,773
$9,717   $14,056
and equipment
Trucks         62,340  31,170  31,170   62,340
10,390    51,950

              $86,113 $45,484 $40,629  $86,113 $20,107
$66,006
7.   CAPITAL STOCK

     Escrow shares

  As at December 31, 2002, there are 750,000 common shares
     held in escrow, the release of which is subject to
     regulatory approval.

     Stock options

The Company does not have a formal stock option plan but
     follows the policies of the TSX-V under which it is
     authorized to grant options up to 10% of its
     outstanding shares to officers, directors, employees
     and consultants.
     Under the policies, the exercise price of each option
     equals the market price of the Company's stock as
     calculated on the date of grant.  The options are for a
     maximum term of five years.
   Stock option transactions and the number of stock options
           outstanding are summarized as follows:
               2002               2001
2000
                         Weigh             Weigh
Weight
                         ted               ted
ed
               Number    Avera    Number   Avera
Number  Averag
               of        ge       of       ge       of
e
               Options   Exerc    Options  Exerc
Option  Exerci
                         ise               ise      s
se
                         Price             Price
Price

Outstanding,
beginning
year         1,790,000  $0.88    976,000  $0.59
497,000  $0.59
 Granted          -        -   1,019,000   1.08
494,000   0.60
 Exercised        -        -    (185,000)  0.49
(15,000)  0.65
 Expired/
  cancelled   (260,000)  0.74    (20,000)  0.60
-   -

Outstanding,
end of year  1,530,000  $0.90  1,790,000  $0.88
976,000  $0.59 Weighted average fair value
  of options
  granted               $ -               $0.48
$0.50

     There is no effect on the consolidated financial
statements for the current year as no options were
granted during the year.

     The following stock options were outstanding and
exercisable at December 31, 2002:
     Number    Exercise
     of        Price              Expiry Date
     Shares

     500,000  $1.25               June 14, 2003
     232,000   0.65
October 31, 2004
      40,000   0.65
December 12, 2004
     339,000   0.60
November 15, 2005
      54,000   0.68
January 11, 2006
     125,000   0.85
January 24, 2006
      20,000   0.94               June
14, 2006
     220,000   1.00               July
10, 2006

     Warrants

     The following share purchase warrants were outstanding
at December 31, 2002:
     Number      Exercis
     of Shares   Price              Expiry Date 1,373,334
     $0.74              February 28,
2003
       627,500    1.25
June 7, 2003
       900,000    1.25
June 14, 2003
     1,904,762    1.25
July 16, 2003
     4,794,800    0.25              December 19, 2004 8.
RELATED PARTY TRANSACTIONS

 The Company entered into the following transactions with
     related parties:

       a)Paid or accrued $127,875 (2001 - $133,500; 2000
       $100,500) in geological consulting fees, which have
       been capitalized to deferred exploration costs, to a
       director and a company controlled by a director.

       b)      Paid  or accrued $30,000 (2001 $30,000;  2000
       $30,000) in management fees to a company controlled
       by  a director.

       c)      Paid  or accrued $20,625 (2001 $47,200;  2000
       $47,200)  for  administrative services,  which  have
       been included  in salaries and benefits,  to  a
       director  and officer of the Company.

       d)      Paid  or accrued $60,000 (2001 $34,194;  2000
       $Nil)  for  consulting services, which have been
       included in professional  fees,  to  a  company
       controlled  by  a director.

     These  transactions are in the normal course  of
     operations and are measured at the exchange amount,
     which is the amount of  consideration established  and
     agreed  to  by  related parties.
9.   SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH
FLOWS

     There were no significant non-cash transactions for the
year ended December 31, 2002.
     During the year ended December 31, 2001, the Company
     issued 100,000 common shares with a value of $100,000
     as payment on the El Tambor Gold Project (Note 4).


10.  INCOME TAXES

     A reconciliation of income taxes at statutory rates
     with the reported taxes is as follows:


                                      2002
2001
2000

      Loss for the year              $(642,626)
                        $(1,105,740)
$(1,216,110)

     Income tax recovery at         $(254,480) $
                         (493,160) $
(554,546)
     statutory rates
     Non-deductible items              10,049
8,012
291
     Unrecognized benefit of non-     244,431
485,148
554,255
     capital losses

 Total income taxes             $    -     $      -
                              $
-

  The significant components of the Company's future income
     tax are as follows:
                                      2002      2001 2000
     Future income tax assets:
      Capital assets                $   467   $    -
$   2,500
      Non-capital losses carried    878,000
752,000   341,000
     forward

                                    878,467
     752,000   343,500 Future income tax liabilities:
      Capital assets                   -
(8,000)     -
      Mineral properties             (4,100)

(52,000)  (56,000)

                                     (4,100)

     (60,000)  (56,000) Valuation allowance

     (874,367)   (692,000) (287,500) Future income tax $  -

     $    -     $   -

   The Company has available for deduction against future
     taxable income non-capital losses of approximately
     $1,800,000.  These losses, if not utilized, will expire
     commencing in 2003.
        Subject to certain restrictions, the Company
     also has resource expenditures available to reduce
     taxable income in future years.
     Future tax benefits which
     may arise as a result of these non-capital losses and
     resource deductions have not been recognized in these
     consolidated financial statements.


11.  FINANCIAL INSTRUMENTS

     The Company's financial instruments consist of cash and
     cash equivalents, receivables, amounts due from related
     parties, exploration advances, accounts payable and
     accrued liabilities and due to related parties.  It is
     management's opinion that the Company is not exposed to
     significant interest, currency or credit risks arising
     from these financial instruments.  The fair values of
     these financial instruments approximate their carrying
     values, unless otherwise noted.


12.  COMMITMENT


     The Company has entered into an operating lease
agreement for office premises.  The Company also sub leases
rental space to other companies which are netted against
rental expense.  The annual lease commitment under the lease
is as follows:

         2003                        $76,137
         2004                         76,137
         2005                         50,758

                                    $203,032


13.  SEGMENT INFORMATION


 Operating segments are defined as components of an
     enterprise about which separate financial information
     is available that is evaluated regularly by the chief
     operation decision maker, or decision-making group, in
     deciding how to allocate resources and in assessing
     performance. All of the Company's operations are within
     the
     mining sector relating to gold exploration.  Due to the
     geographic and political diversity, the Company's
     mining operations are decentralized whereby Mine
     General Managers are responsible for business results
     and regional corporate offices provide support to the
     mines in addressing local and regional issues.  The
     Company's operations are therefore segmented on a
     district basis. The Company's resource properties are
     all located in Guatemala (Notes 4 and 5).
     The segments' accounting policies are the same as those
     described in the summary of significant accounting
     policies except that expenses and other items are not
     allocated to the individual operating segments when
     determining profit or loss, but are rather attributed
     to the corporate office.
        Details of identifiable assets by geographic
     segments are as follows:
                      Deferred Total      Capital
                      Mineral             Explorat
                      Assets     Assets   Propertie
ion
                                          s          Costs

December 31, 2002
 Canada              $1,628,531 $  -     $  -
$  -
 Guatemala            7,197,934  40,629   1,209,870
                      5,504,170

                     $8,826,465 $40,629  $1,209,870
$5,504,170

December 31, 2001
 Canada              $2,716,308 $  -     $  -
$  -
 Guatemala            5,388,749  66,066   1,092,983
                      3,994,411

                     $8,105,057 $66,066  $1,092,983
$3,994,411


14.  SUBSEQUENT EVENTS

       The following occurred subsequent to year end:

       a) A total of
       1,000,000 units were issued for a non-
       brokered private placement at $0.50 for total
       proceeds of $500,000 received prior to year end.
       Each unit consists of a common share and a half non-
       transferable share purchase warrant.  One full
       warrant entitles the holder to acquire an additional
       common share at $0.55 on or before January 7, 2004.
       A finder's fee was paid of 250,000 warrants
       exercisable at $0.55 on or before January 7, 2004.

       b)  A total of
       250,000 stock options with an exercise price of
       $0.60, $0.65 and $0.94 and a total of 1,123,334
       warrants at $0.74 were exercised. A total of 250,000
       warrants at $0.74 expired unexercised.
       c)  A total of
       1,495,000 stock options were granted with an exercise
       price of $0.68, $0.90, $0.99, $1.01 and $0.95
       expiring on January 7, 15, 27, February 6, and April
       2, 2008,
       respectively, for salaries and benefits and
       consulting fees.
15.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES
     GENERALLY ACCEPTED
     ACCOUNTING PRINCIPLES
     These consolidated financial statements have been
     prepared in accordance with generally accepted
     accounting principles in Canada ("Canadian GAAP").
     Material variations in the accounting principles,
     practices and methods used in preparing these
     consolidated financial statements from principles,
     practices and methods accepted in the United States
     ("United States GAAP") and in SEC Regulation S-X are
     described and quantified below.
     The impact of the differences between Canadian GAAP and
     United States GAAP on the consolidated balance sheets
     would be as follows:


       2002                           2001
       Balance             Balance    Balance as
Balance
       as                  as per     per
as per
       per                 United     Canadian
United
Canadian   Adjustm  States     GAAP        Adjustment States
       GAAP       ents     GAAP                   s
GAAP

    Curre $2,071,796 $      - $2,071,796 $2,951,657  $ -
$2,951,657
   nt assets
   Miner  1,209,870  (1,209,870)     -   1,092,983
                     (1,092,983)
-
   al properties
   Defer  5,504,170  (5,504,170)    -    3,994,411
                     (3,994,411)
-
   red exploration costs
       Capit     40,629        -      40,629    66,006
-
66,006
   al assets



$8,826,465$(6,714,040)$2,112,425$8,105,057$(5,087,394
)$3,017,663

 Current $119,711 $     -    $  119,711  $207,563  $ -
$207,563
  liabilities
  Share  8,706,754  (6,714,040)1,992,714 7,897,494
                     (5,087,394)
2,810,100
  holders' equity


$8,826,465$(6,714,040)$2,112,425$8,105,057$(5,087,394 )
$3,017,663



     The impact of the differences between Canadian GAAP and
     United States GAAP on the consolidated statements of
     operations would be as follows:

                          2002           2001        2000
Loss for the year,        $(642,626) $(1,105,740)
$(1,216,110)
Canadian GAAP

 Adjustments to mineral  (1,741,541)  (3,084,348)
                    (1,704,660)
properties
     Compensation expense -      -          -
                     (284,136)
escrow shares
   Compensation expense -      -          (229,024)      -
stock options

Loss for the year,       $(2,384,167) $(4,419,112)
$(3,204,906)
 United States GAAP

Weighted average number
of shares outstanding
  under United States GAAP 17,305,597  14,109,982 7,687,767

Basic and diluted loss   $  (0.14)     $  (0.31)     $
(0.42) per share under United
States GAAP

     At December 31, 2002, 2001 and 2000, the total
     number of potentially dilutive shares excluded from
     diluted net loss per share were 11,130,396, 6,595,596
     and 3,643,500.

         The impact of the above differences between
     Canadian and United States GAAP on the consolidated
     statements of cash flows would be as follows:


                             2002        2001         2000
Cash flows used in          $(621,621) $(1,054,457)
$(353,082)
operating activities,
Canadian GAAP
Adjustments to mineral    (1,741,541)  (3,039,713)
                    (2,270,070)
properties

Cash flows used in
operating activities,
United States GAAP        (2,363,162)  (4,094,170)
                         (2,623,152)

Cash flows provided by
financing activities,       1,451,886    6,403,383
2,840,349
 Canadian GAAP and United
States GAAP

Cash flows used in         (1,591,758) (3,275,390)
(2,351,342)
investing activities,
Canadian GAAP
 Adjustments to mineral     1,741,541   3,039,713
                     2,270,070 properties
Cash flows used in
investing activities,
 United States GAAP           149,783    (235,677) (81,272)

Net change in cash and cash  (761,493)   2,073,536
135,925 equivalents

Cash and cash equivalents,  2,620,116      546,580
410,655 beginning of year

Cash and cash equivalents, $1,858,623   $2,620,116
$546,580 end of year

     Mineral properties and deferred exploration
costs


     Under Canadian GAAP, mineral properties,
           including exploration, development and
     acquisition costs, are carried at cost and written down
     if the properties are abandoned, sold or if management
     decides not to pursue the properties. Under United
     States GAAP, mineral property expenditures are expensed
     as incurred. Once a final feasibility study has been
     completed, additional costs incurred to bring the mine
     into production are capitalized as development costs.
     Costs incurred to access ore bodies identified in the
     current mining plan after production has commenced are
     considered production costs and are expensed as
     incurred. Costs incurred to extend production beyond
     those areas identified in the mining plan where
     additional reserves have been established are deferred
     as development costs until the incremental reserves are
     produced.  Capitalized costs are amortized using the
     unit-of-production method over the estimated life of
     the ore body based on proven and probable reserves.

     Stock-based compensation

     Under United States GAAP, Statements of Financial
     Accounting Standards No. 123, "Accounting for Stock-
     based Compensation" ("SFAS 123") requires companies to
     establish a fair market value based method of
     accounting for stock-based compensation plans.  The
     Company has
     chosen to account for stock-based compensation using
     Accounting Principles Board Opinion No. 25 "Accounting
     for Stock Issued to Employees" ("APB 25").
     Accordingly, compensation cost for cost for stock
     options is measured as the excess, if any, of the
     quoted market price of the Company's stock at the date
     of grant over the option price.
     Under Canadian GAAP, the reporting of stockbased
     compensation expense in the Company's financial
     statements was not required for the years ended
     December 31, 2001 and 2000.  New accounting and
     disclosure standards were introduced under Canadian
     GAAP (Note 7) for fiscal years ending December 31,
     2002.
     Under United States GAAP, the Company recorded
     additional compensation expense during the current year
     of $Nil (2001 $229,024; 2000 $Nil) based on the fair
     value of options granted to non-employees.  Had
     compensation costs for employees been recognized for
     the Company's stock option plan based on fair value at
     grant date, the pro-forma net loss for fiscal 2002
     would have been increased by $Nil (2001 $262,455; 2000
     - $166,705) and pro-forma loss per share increased by
     $Nil (2001 - $0.02; 2000 - $0.02) per share.
     In calculating these amounts, the Company has utilized
     the Black-Scholes model to estimate
     the fair value of the options granted in the year using
     the following key assumptions.

     The following table illustrates the effect on loss and
     loss per common share if the Company had applied the
     fair value recognition provisions of SFAS 123 to stock-
     based employee compensation.


                                 2001
2000
Loss for the year, United States $(4,419,112) $(3,204,906)
GAAP
Add: Total stock-based employee
compensation expense included in loss,
    as reported determined under    APB 25

Deduct:   Total stock-based
employee compensation expense
determined under
    fair value based method for  (262,455) (166,705)
all awards

Pro-forma loss                   $(4,681,567)
$(3,371,611)

Basic and diluted loss per       $   (0.33)
$   (0.44)
share, pro-forma


                                 December
December
                                 31,
31,
                                 2001
2000

Risk-free interest rate          5.12%
5.85%
Expected life                    3.5 years   5
years
Expected volatility              74.00%
58.90%
Expected dividends               -           -


     Escrow shares


     Under Canadian GAAP, shares issued with escrow
     restrictions are recorded at their issue price, with no
     revaluation upon release from escrow. Under United
     States GAAP, escrow shares which are to be released
     upon the Company meeting certain performance criteria
     are considered to be contingently issuable.
     Accordingly, these shares are excluded from the
     weighted average number of shares outstanding under
     United States GAAP until they are releasable, and the
     difference between the fair value of those shares at
     the time they become releasable from escrow and their
     original issue price is accounted for as compensation
     expense.  During the year ended December 31, 2000,
     375,000 shares were releasable from escrow and
     accordingly, compensation expenses of $284,136 (2001 -
     $Nil; 2000 - $284) has been recognized for the year
     then ended.

     New accounting pronouncements

     In June 2001, the Financial Accounting Standards Board
     ("FASB") approved the issuance of Statements of
     Financial Accounting Standards No. 142, "Goodwill and
     Other Intangible Assets" ("SFAS 142").  SFAS 142
     requires that goodwill no longer be amortized to
     earnings, but instead be reviewed for impairment.  The
     statement is effective for fiscal years beginning after
     December 15, 2001, and is required to be applied at the
     beginning of an entity's fiscal year and to be applied
     to all goodwill and other intangible assets recognized
     in its financial statements at that date. Impairment
     losses for goodwill and indefinite-lived
     intangible assets that arise due to the initial
     application of this statement (resulting from a
     transitional impairment test) are to be reported as
     resulting from a change in accounting principle.  Under
     an exception to the date at which this statement
     becomes effective, goodwill and intangible assets
     acquired after June 30, 2001, will be subject
     immediately to the nonamortization and amortization
     provisions of this statement.
           In June 2001, FASB issued Statements of
     Financial Accounting Standards No. 143, "Accounting for
     Asset Retirement Obligations" ("SFAS 143") that records
     the fair value of the liability for closure and removal
     costs associated with the legal obligations upon
     retirement or removal of any tangible long-lived
     assets.  The initial recognition of the liability will
     be capitalized as part of the asset cost and
     depreciated over its estimated useful life.  SFAS 143
     is required to be adopted effective January 1, 2003.
     In August 2001, FASB issued Statements of Financial
     Accounting Standards No. 144, "Accounting for the
     Impairment on Disposal of Long-lived Assets" ("SFAS
     144"), which supersedes Statements of Financial
     Accounting Standards No. 121, "Accounting for the
     Impairment of Long-lived Assets and for Longlived
     Assets to be Disposed of".  SFAS 144 requires that long-
     lived assets that are to be disposed of by sale be
     measured at the lower of book value or fair value less
     cost to sell. Additionally, SFAS 144 expands the scope
     of
 discontinued
     operations to include all components of an entity with
     operations that (1) can be distinguished from the rest
     of the entity and (2) will be eliminated from the
     ongoing operations of the entity in a disposal
     transaction. SFAS 144 is effective for fiscal years
     beginning after December 15, 2001, and, generally, its
     provisions are to be applied prospectively.

     In April 2002, FASB issued Statements of Financial
     Accounting Standards No. 145, "Rescission of FASB
     Statements No. 4, 44 and 64, Amendment of FASB
     Statement No. 13, and Technical Corrections" ("SFAS
     145").  SFAS 145 eliminates the requirement that gains
     and losses from the extinguishment of debt be
     aggregated and, if material, classified as an
     extraordinary item, net of the related income tax
     effect and eliminates an inconsistency between the
     accounting for sale-leaseback transactions and certain
     lease modifications that have economic effects that are
     similar to sale-leaseback transactions. Generally, SFAS
     145 is effective for transactions occurring after May
     15, 2002.

     In June 2002, FASB issued Statements of Financial
Accounting Standards No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" ("SFAS 146")
that nullifies Emerging Issues Task Force No. 94-3,
"Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (Including
Certain Costs Incurred in a Restructuring)" ("EITF 943").
SFAS 146 requires that a liability for a cost associated
with an exit or disposal activity be recognized when the
liability is incurred, whereby EITF 94-3 had recognized the
liability at the commitment date to an exit plan.  The
provisions of this statement are effective for exit or
disposal activities that are initiated after December 31,
2002 with earlier application encouraged.

     In October 2002, FASB issued Statements of Financial
Accounting Standards No. 147, "Accounting of Certain
Financial
Institutions - an amendment of FASB Statements No. 72 and 44
and FASB Interpretation No. 9" ("SFAS 147"). SFAS 147
requires the application of the purchase method of
accounting to all acquisitions of financial institutions,
except transactions between two or more mutual enterprises.
SFAS 147 is effective for acquisitions for which the date of
acquisition is on or after October 1, 2002.
In December 2002, FASB issued Statements of Financial
Accounting Standards No. 148, "Accounting for StockBased
Compensation - Transition and Disclosure - an amendment of
FASB Statement No. 123" ("SFAS 148"). SFAS 148 amends FASB
Statement No. 123 to provide alternative methods of
transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation.
In addition, SFAS 148 amends the disclosure requirements of
FASB Statement No. 123 to require prominent disclosures in
both annual and interim financial statements about the
method of accounting for stock-based employee compensation
and the effect of the method used on reported results.  SFAS
148 is effective for fiscal years ending after December 15,
2002.

In April 2003, FASB issued Statements of Financial
Accounting Standards No. 149 "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" ("SFAS 149").
SFAS 149 amends and clarifies financial accounting and
reporting for derivative instruments, including certain
derivative instruments embedded in other contracts and for
hedging activities under FASB Statement No. 133 "Accounting
for Derivative Instruments and Hedging Activities". SFAS 149
is generally effective for contracts entered into or
modified after June 30, 2003.

     The adoption of these new pronouncements is not
     expected to have a material effect on the Company's
     consolidated financial position or results of
     operations.

*****************************************************
***********

SIGNATURE PAGE


Pursuant to the requirements of Section 12g of the
Securities Exchange Act of 1934, the Registrant certifies
that it meets all of the requirements for filing on Form 20-
F and has duly casued this Annual Report to be signed on its
behalf by the undersigned, hereunto duly authorized.


RADIUS EXPLORATIONS LTD.;         0-30720
Registrant


Dated:  June 26, 2003       By:             "signed" Simon
                                 Ridgway,
President